Common use of Conduct of Business Prior to the Closing Clause in Contracts

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), the Sellers shall, and shall cause the Company to: (a) conduct the business of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course Ordinary Course of Business; and consistent (b) use its commercially reasonable efforts to preserve intact its material business relationships with customers, suppliers, and other Persons having business dealings with it, and to keep available the Company's services of its officers, members and such Subsidiary's prior practicekey employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as described in Section 5.01 of the Disclosure Scheduleset forth on Schedule 7.1, the Seller has caused and shall Sellers shall: (a) cause the Company Parties to preserve and each Subsidiary maintain all of their Permits; (b) cause the Company Parties to pay their debts, Taxes and other obligations when due; (ic) continue their advertising cause the Company Parties to collect all accounts receivable and promotional activities, pay all accounts payable in the Ordinary Course of Business and pricing and purchasing policies, in accordance consistent with past practice; ; (iid) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of cause the Company Parties to maintain the properties and each Subsidiaryassets owned, operated or used by the Company Parties in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (Ce) cause the Company Parties to continue in full force and effect without material modification of any insurance policies, except as required by applicable Law; (f) cause the Company Parties to defend and protect their properties and assets from infringement or usurpation; (g) cause the Company Parties to perform all existing policies obligations under all Contracts relating to or binders of insurance currently maintained in respect affecting the properties, assets or business of the Company, each Subsidiary Company Parties; (h) cause the Company Parties to maintain their respective books and records in accordance with past practice; (i) cause the Business and Company Parties to comply in all material respects with all applicable Laws; (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivj) not engage enter or permit the Company Parties from entering into any Contracts outside the Ordinary Course of Business or that provide for expenditures or receipts in any practice, take any action, fail excess of $150,000 if such Contracts cannot be terminated without liability on 30-days’ notice; (k) not cause or permit the Company Parties from amending their respective Organizational Documents; (l) not cause or permit the Company Parties to take any action that would cause a representation under Article 4 or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller Article 5 to be untrue or result in a breach of any covenant made by the Seller in this Agreementat Closing; and (vm) not amend cause or waive permit the Company Parties to take any provision action that would cause any of the Chicago Stock Purchase Agreementchanges, the Aladdin Stock Purchase Agreement events or any other material contract of the Business; and (vi) not commit conditions described in Section 5.6 to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Buyer, Seller shall, and shall cause the Acquired Companies to, (x) conduct the business of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Acquired Companies in the ordinary course and of business consistent with past practice; and (y) use reasonable efforts to maintain and preserve intact the Company's current organization, business and such Subsidiary's prior practicefranchise of the Acquired Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Acquired Companies. Without limiting the generality of the foregoing, except from the date hereof until the Closing Date, Seller shall: (a) cause each Acquired Company to preserve and maintain all of its Permits; (b) cause each Acquired Company to pay its debts, Taxes and other obligations when due, other than those subject to bone fide disputes or protest; (c) cause each Acquired Company to maintain the properties and assets owned, operated or used by the Acquired Company in the same condition as described in Section 5.01 they were on the date of this Agreement, subject to reasonable wear and tear and such transfers of cash between Seller and the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance Acquired Companies as are consistent with past practice; ; (iid) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts cause each Acquired Company to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) cause each Acquired Company to defend and protect its properties and assets from infringement or binders usurpation; (f) cause each Acquired Company to perform all of insurance currently maintained its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause each Acquired Company to maintain its books and records in respect accordance with past practice; (h) cause each Acquired Company to comply in all material respects with all applicable Laws; and (i) cause each Acquired Company not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.07 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date of the Original Agreement to hereof until the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)or termination of this Agreement, except as set forth provided in Section 5.01 Schedule 4.01(a) of the Disclosure ScheduleSchedules or otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably conditioned, neither withheld or delayed) and except as required by applicable Law, Seller shall, and shall cause the Company nor any Subsidiary has conductedand each of its Subsidiaries to, or shall (x) conduct the business of the Company and its business, other than Subsidiaries in the ordinary course and of business consistent with past practice; and (y) use reasonable best efforts to preserve intact the Company's current operations, organization, business and such Subsidiary's prior practicegoodwill of the Company and its Subsidiaries and to preserve the rights, goodwill and relationships of their respective employees, customers, lenders, suppliers, and regulators. Without limiting the foregoing, from the date hereof until the Closing Date or termination of this Agreement, Seller shall: (i) cause the Company and each Subsidiary to preserve all of its material Permits and all of its Franchise Agreements; (ii) cause the Company and each Subsidiary to pay their respective debts, Taxes and other obligations when due; (iii) except for planned demolitions and in progress construction, cause the Company and each Subsidiary to maintain the properties and assets owned, operated or used by the Company or the Subsidiary in the same condition in all material respects as they were on the date of this Agreement, subject to reasonable wear and tear; (iv) cause the Company and each Subsidiary to continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (v) cause the Company and each Subsidiary to perform in all material respects all of its obligations under all Material Contracts relating to or affecting their respective properties, assets or business; (vi) cause the Company and each Subsidiary to maintain its books and records in accordance with past practice and continue to collect accounts receivable and pay accounts payable utilizing procedures consistent with past practices; (vii) cause the Company and each Subsidiary to not violate any applicable Laws or Franchise Agreements; and (viii) cause the Company and each Subsidiary not to take or permit any action that would knowingly cause any of the changes, events or conditions described in Section 2.08 to occur. (b) Without limiting the generality of the foregoing, except as described provided in Section 5.01 Schedule 4.01(b) of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten Schedules or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without with the prior written consent of the Purchaser Buyer in writing (which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioneddelayed) and except as required by applicable Law, Seller, the Company and each Subsidiary shall not, and Seller shall not permit the Company or any Subsidiary to: (i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of, or other equity interests in, the Company or any Subsidiary; (ii) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other securities of, or other equity interests in, the Company or any Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of, or other equity interests in, the Company or any Subsidiary; (iii) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company or any Subsidiary, or amend the terms of any outstanding securities of the Company or any Subsidiary; (iv) amend the certificate of incorporation or bylaws or equivalent organizational or governing documents of the Company or any Subsidiary; (v) except as set forth in Schedule 4.01(b)(v) of the Disclosure Schedules (A) increase the salary or other compensation of any director, officer or employee of the Company or any Subsidiary, except in the ordinary course of business, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant, (C) increase the coverage or benefits available under any (or create any new) Benefit Plan or otherwise modify or amend or terminate any such Benefit Plan except in the ordinary course of business, or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any directors or officers of the Company or any Subsidiary (or amend any such agreement to which the Company or any Subsidiary is a party), except in the ordinary course of business; (vi) except as set forth in Schedule 4.01(b)(vi) of the Disclosure Schedules (A) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness, except in the ordinary course of business; (B) pay, repay, discharge, purchase, repurchase or satisfy any indebtedness of the Company or any Subsidiary, except in the ordinary course of business; (C) modify the terms of any indebtedness or other Liability in any material aspect; or (D) default under any indebtedness of the Company or any Subsidiary; in each case (A) - (C) above, except for any such transactions between the Company and a Subsidiary of the Company or between Subsidiaries of the Company in the ordinary course of business, and except as provided in Section 6.01(m) (Payoff Letters); (vii) subject to any Encumbrance except Permitted Encumbrances or otherwise encumber, any of the material properties or assets (whether tangible or intangible) of the Company or any Subsidiary ; (viii) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization or alter the corporate structure of the Company or any Subsidiary; (ix) except as set forth in Schedule 4.01(b)(ix) of the Disclosure Schedules, acquire any dealerships or material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, the Company or any Subsidiary, other than in the ordinary course of business; (x) enter into or agree to enter into any merger or consolidation with any Person, and not engage in any material new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities, of any other Person other than the Company and its Subsidiaries; (xi) except in the ordinary course of business, cancel or compromise any debt or claim or waive or release any material right of the Company or any Subsidiary except for the payment, discharge, settlement or satisfaction of liabilities (1) in accordance with their terms, (2) not in excess of $1,000,000 and (3) disclosed, reflected or reserved against in the Financial Statements; (xii) enter into, modify or terminate any labor or collective bargaining agreement of the Company or any Subsidiary; (xiii) except as set forth in Schedule 4.01(b)(xiii) of the Disclosure Schedules, introduce any material change with respect to the operation of the Company or its Subsidiaries as a whole involving any material change in the types, nature, composition or quality of its products or services, or, other than in the ordinary course of business, make any material change in product prices or terms of distributions of such products or materially change its pricing, discount, allowance or return policies or grant any material pricing, discount, allowance or return terms for any customer or supplier not in accordance with such policies except for policies sponsored or endorsed by any Manufacturer; (xiv) except as set forth in Schedule 4.01(b)(xiv) of the Disclosure Schedules, enter into any material transaction or enter into, modify or renew any Contract which by reason of its size, nature or otherwise is not in the ordinary course of business except for the renewal of Franchise Agreements and framework agreements in the ordinary course of business; (xv) except for transfers of cash pursuant to normal cash management practices in the ordinary course of business, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with Seller; (xvi) make a change in its accounting or Tax reporting principles, methods or policies; (xvii) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company or any Subsidiary to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (xviii) enter into any material new lines of business; (xix) except in the ordinary course of business, terminate, amend, restate, supplement or waive any rights under any (A) Material Contract or (B) Permit; (xx) settle or compromise any pending or threatened Action or any claim or claims for, or that would result in a loss of revenue of, an amount that could reasonably be expected to be greater than $1,000,000 in the aggregate; (xxi) except in the ordinary course of business, materially change or modify its credit, collection or payment policies, procedures or practices, including receivables factoring (with or without recourse) or acceleration of collections of receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (xxii) take any action that would materially adversely affect the ability of Seller, the Company or any Subsidiary to complete the transactions contemplated by this Agreement; or (xxiii) agree to do anything (A) prohibited by this Section 4.01(b), (B) which makes any of the representations and warranties of Seller in any of the Seller Transaction Documents untrue or incorrect or that would reasonably be expected to result in any of the conditions to the Closing not being satisfied or (C) that would be reasonably expected to have a Company Material Adverse Effect.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of the Original Agreement to hereof until the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Date, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Seller shall, and shall cause the Acquired Companies to, (x) conduct their business in the ordinary course of business consistent with past practice, including the continued progress of engineering, design and construction of the Plant and bringing the Plant into commercial operations; and (y) use reasonable best efforts to maintain and preserve intact their current organization, business and franchise and to preserve the rights, franchises, goodwill and relationships of any employees, customers, lenders, suppliers, regulators and others having business relationships with Acquired Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) cause the Acquired Companies to continue with the engineering, design, construction and bringing the Plant into commercial operations; (b) cause the Acquired Companies to preserve and maintain all of their Permits; (c) cause the Acquired Companies to pay their debts, Taxes and other obligations when due; (d) cause the Acquired Companies to maintain the properties and assets owned, operated or used by them, including those for use in the Plant, in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) cause the Acquired Companies to continue in full force and effect without modification all Insurance Policies, except as required by Law; (f) cause the Acquired Companies to defend and protect their properties and assets from infringement or usurpation; (g) cause the Acquired Companies to perform all of their obligations under all Contracts relating to or affecting its properties, assets or business; (h) cause the Acquired Companies to maintain their books and records in accordance with past practice; (i) cause the Acquired Companies to comply in all material respects with all Laws; and (j) cause the Acquired Companies not to take or permit any action that would cause a Material Adverse Effect.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), neither the Company nor any Subsidiary has conducted, or Seller shall (x) conduct its business, other than business in the ordinary course and consistent with past practice and in compliance in all material respects with all applicable Laws; and (y) use reasonable commercial efforts to maintain and preserve intact its current business organization, operations and franchise and to preserve the Company's rights, franchises, goodwill and such Subsidiary's prior practicerelationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with it. Without limiting the generality foregoing, from the date hereof until the Closing Date, Seller shall: (a) not enter into any material transaction, including any Material Contract; (b) not acquire (by merger, consolidation or acquisition of stock or assets) any business entity or an equity interest therein; (c) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) preserve and maintain all Permits required for Seller’s business and the use of the foregoingPurchased Assets; (e) preserve and maintain all Intellectual Property Registrations; (f) pay the debts, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused Taxes and shall cause the Company and each Subsidiary to other obligations when due; (ig) continue their advertising and promotional activities, and pricing and purchasing policies, to collect Accounts Receivable in accordance a manner consistent with past practice; , without discounting such Accounts Receivable; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Ch) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (i) use commercially reasonable efforts to defend and protect the properties and assets included in the Purchased Assets from infringement or binders usurpation; (j) perform all of insurance currently maintained its obligations under all Assigned Contracts; (k) maintain the Books and Records consistent with past practice; (l) comply in respect all material respects with all Laws applicable to the conduct of Seller’s business or the ownership and use of the Company, each Subsidiary and the Business and Purchased Assets; (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivm) not engage in any practice, take any action, fail to take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur; and (n) not enter into any transaction which could reasonably be expected agreement to cause do any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)foregoing.

Conduct of Business Prior to the Closing. The From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer and Parent on the one hand, or Seller covenants on the other hand (which consent shall not be unreasonably withheld or delayed), Seller shall, and agrees that shall cause each Company and Company Subsidiary to, and the Parent shall, and shall cause each Parent Subsidiary to, conduct their respective Businesses in the ordinary course of business consistent with past practice; and use reasonable best efforts to maintain and preserve intact their respective organizations, businesses and franchises and to preserve their respective rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with each of them. Without limiting the foregoing, from the date of the Original Agreement to hereof until the Closing Date (orDate, Seller, with respect to each Company and Company Subsidiary, and Parent, with respect to each Parent Subsidiary, shall: (a) cause each Company, Company Subsidiary and Parent Subsidiary to preserve and maintain all of its Permits; (b) cause each Company, Company Subsidiary and Parent Subsidiary to pay its debts, Taxes and other obligations when due; (c) cause each Company, Company Subsidiary and Parent Subsidiary to maintain the Aladdin Subsidiariesproperties and assets owned, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, operated or shall conduct its business, other than used by it in the ordinary course same condition as they were on the date of this Agreement, subject to reasonable wear and consistent with the tear; (d) cause each Company's , Company Subsidiary and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Parent Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) cause each Company, Company Subsidiary and Parent Subsidiary to defend and protect its properties and assets from infringement or binders usurpation; (f) cause each Company, Company Subsidiary and Parent Subsidiary to perform all of insurance currently maintained its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause each Company, Company Subsidiary and Parent Subsidiary to maintain its books and records in respect accordance with past practice; (h) cause each Company, Company Subsidiary and Parent Subsidiary to comply in all material respects with all applicable Laws; and (i) cause each Company and Company Subsidiary not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.8 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Business in the ordinary course and of business consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; and (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iiiy) use their reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Except as set forth on Section 6.01 of the Disclosure Schedules, without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (Aa) preserve intact their business organizations and maintain all Permits required for the business organization conduct of the Business, (B) keep available to Business as currently conducted or the Purchaser the services ownership and use of the employees Purchased Assets; (b) pay the debts, Taxes and other obligations of the Company Business when due; (c) maintain the properties and each Subsidiaryassets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (Cd) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Companyfire, each Subsidiary liability, product liability, umbrella liability, real and the Business and (D) preserve their current relationships with their customerspersonal property, suppliers workers’ compensation, vehicular, fiduciary liability and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail casualty and property insurance maintained by Seller or its Affiliates and relating to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent Purchased Assets or the Assumed Liabilities Insurance Policies, except as required by applicable Law; (e) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (f) perform in all material respects its obligations under all Assigned Contracts; (g) maintain the Books and Records in accordance with past practice; (h) comply in all material respects with all Laws applicable to the conduct of the Purchaser Business or the ownership and use of the Purchased Assets; and (which consent shall i) not be unreasonably withheldtake or permit any action that would cause any of the changes, delayed events or conditioned)conditions described in Section 4.06 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall, and shall cause the Disclosure ScheduleCompanies to, neither the Company nor any Subsidiary has conducted, or shall (x) conduct its business, other than their business in the ordinary course and of business consistent with past practice but taking into account the Company's Companies’ growth and such Subsidiary's prior practice. Without limiting expansion in the generality projections provided to Buyer, including any new dispensaries; (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the foregoingCompanies and to preserve the rights, except as described in Section 5.01 franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Disclosure Schedule, the Seller has caused Companies and shall (z) not cause the or permit any Company and each Subsidiary to (i) continue their advertising and promotional activitiesdeclare, and pricing and purchasing policiesset aside, in accordance or pay any dividend or make any distribution with past practice; respect to its outstanding equity or redeem, purchase, or otherwise acquire any outstanding equity, or (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not otherwise engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected of the sort described in Section 4.17 above. Without limiting the foregoing, from the date hereof until the Closing Date, the Sellers shall: (a) cause the Companies to preserve and maintain all of its Permits, including the Cannabis Licenses; (b) cause the Companies to pay their debts, Taxes and other obligations when due; (c) cause the Companies to maintain the properties and assets owned, operated or used by Companies in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause the Companies to continue in full force and effect without modification all insurance policies identified in Section 4.13 of the Company Disclosure Schedules, except as required by applicable Law; (e) cause the Companies to defend and protect their properties and assets from infringement or usurpation; (f) cause the Companies to perform all of their obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Companies to maintain their books and records in accordance with past practice; (h) cause the Companies to comply in all material respects with all applicable Laws; and (i) cause the Companies not to take or permit any action that would cause any representation or warranty of the Seller changes, events, or conditions described in Section 4.17 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, Buyer (which consent shall not be unreasonably withheld or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Scheduledelayed), the Seller has caused Sellers shall, and shall cause the Company and each Subsidiary to Companies to, (i) continue their advertising and promotional activities, and pricing and purchasing policies, conduct the business of the Companies in accordance the Ordinary Course of Business consistent with past practice; (ii) not shorten or lengthen use reasonable best efforts to maintain and preserve intact the customary payment cycles for current organization, business and franchise of the Companies and to preserve the rights, franchises, goodwill and relationships of each Company’s employees, customers, lenders, suppliers, regulators and others having business relationships with any of their payables or receivablesthe Companies Company; (iii) use their best efforts to retain key management members in the same capacity as currently employed; and (A) preserve intact their business organizations and the business organization of the Business, (Biv) keep available to the Purchaser the services of the present officers, employees, agents and other personnel of the Companies. Without limiting the foregoing, from the date hereof until the Closing Date, the Sellers shall: (a) cause each of the Companies, the Sellers and any employees of the Companies to preserve and maintain all of their respective Permits; (b) cause the Companies not to enter into, modify or terminate (i) any Material Contract, or (ii) any employment agreement (other than to remove any change of control or severance provisions) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld; (c) not allow any Company to incur or guarantee any Indebtedness involving or related to any of the Companies; (d) cause each of the Companies not to sell, assign, license, lease, transfer, convey or pledge any assets of such Company or commit itself to sell, assign, license, lease, transfer, convey or pledge any assets of such Company or subject any of such assets to a security interest, in all cases other than entering into licenses and sales of such Company’s products and services in the Ordinary Course of Business; (e) not allow any of the Companies to issue any equity interests or equity securities; (f) cause each SubsidiaryCompany to pay its debts, Taxes and other obligations when due; (Cg) cause each Company to maintain the properties and assets owned, operated or used by such Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear and in the event of any damage or destruction of such properties or assets prior to the Closing Date, promptly replace, repair or restore such properties or assets; (h) cause each Company to continue in full force and effect without material modification all existing policies of such Company’s insurance policies, except as required by applicable Law; (i) cause each Company to defend and protect its properties and assets from infringement or binders usurpation; (j) cause each Company to perform all of insurance currently maintained its obligations under all Contracts relating to or affecting its properties, assets or business; (k) cause each Company to maintain its books and records in respect accordance with past practice; (l) comply and cause each Company to comply in all material respects with all applicable Laws; (m) execute, or allow any Company or any Affiliate of any Seller or Company to execute any transaction described in Section 4.13 hereof; and (n) not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.5 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The (a) Seller covenants and agrees that from the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither shall cause the Company nor any Subsidiary has conducted, or shall to conduct its business, other than business in the ordinary course consistent with past practices, and consistent use reasonable best efforts to maintain and preserve intact the current organization and to preserve the rights, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 Seller shall: (1) cause Company to preserve and maintain all of the Disclosure Scheduleits Permits; (2) cause Company to pay its debts, the Seller has caused Taxes and shall other obligations when due; (3) cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, maintain its assets in accordance with past practice; practices; (ii4) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of cause the Company and each Subsidiary, (C) to continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (5) cause the Company to perform all of its obligations under its material contracts; (6) cause the Company to maintain its books and records in accordance with past practice; (7) cause the Company to comply in all material respects with all applicable Laws; (8) cause the Company to not increase the compensation, bonus, commissions or fee arrangements payable or to become payable by the Company to its employees, except in the ordinary course of business; (9) cause the Company to not enter into, amend, modify or terminate any new or existing policies Material Contract (including, without limitation, agreements obligating the Company to pay capitalized expenses) other than in the ordinary course of business consistent with past practices; (10) cause the Company to not incur any additional Indebtedness or binders accrue any additional liabilities other than trade indebtedness incurred in the ordinary course of insurance currently maintained in respect of business consistent with past practices; (11) cause the CompanyCompany to not acquire, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action lease or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach dispose of any covenant made by the Seller in this Agreement; equipment (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth than in the respective 2004 Budgets ordinary course of the Businessbusiness); (12) Not make any settlement of or compromise any Tax liability, change any Tax election or Tax method of accounting or make any new Tax election or adopt any new Tax method of accounting without the prior consent of the Purchaser (Buyer, which consent shall not be unreasonably withheld, delayed withheld or conditioned); (13) Not make any material changes to any the Company benefit plans or materially increase the Liabilities of the Company thereunder; (14) Except as provided in this Agreement, not make any distributions to the Seller from the Company.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that (a) During the period from the date of this Agreement and continuing until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as expressly provided for in this Agreement or as set forth in Section 5.01 on Schedule 4.3(a) of the Disclosure ScheduleLetter and except for actions necessary to consummate the Restructuring, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth that Buyer otherwise shall consent in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing (which consent shall not be unreasonably withheld, delayed or conditioned) or as required by applicable Legal Requirements, Parent (to the extent related to the Business) shall, and shall cause the Sellers (to the extent related to the Business) and the Transferred Companies to: (i) conduct the Business in all material respects in the ordinary course of business consistent with past practice; (ii) use commercially reasonable efforts to preserve the present business operations and organization (including Key Employees) of the Transferred Companies; (iii) use commercially reasonable efforts to preserve the present relationships with Persons having material business dealings with the Transferred Companies (including material customers and suppliers); (iv) use commercially reasonable efforts to maintain the books and records of the Transferred Companies consistent with past practice; (v) manage Working Capital in the ordinary course of business consistent with past practice, taking into account historical fluctuations in Working Capital of the Business; (vi) use commercially reasonable efforts to continue to maintain insurance in respect of the Transferred Companies and the Business Assets consistent with past practice; and (vii) make and pay all Capital Expenditures in respect of the Business (other than in respect of the Augusta Facility, which is governed by Section 4.27) in accordance with the Capex Plan, except for reasonable deviations not in excess of 10% from the Capex Plan. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the Closing, except as expressly provided for in this Agreement or as set forth on Schedule 4.3(b) of the Disclosure Letter and except for actions necessary to consummate the Restructuring, to the extent that Buyer otherwise shall consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) or as required by applicable Legal Requirements, Parent (to the extent related to the Business) shall not, and shall not permit any of the Sellers (to the extent related to the Business) or Transferred Companies to, do any of the following: (i) amend any of the Governing Documents of any Transferred Company or propose or consent to any amendments to the Governing Documents of the Non-Controlled Companies; (ii) (A) issue (1) additional shares of capital stock or other Equity Interests of any Transferred Company, or (2) any “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, arrangements or undertakings to which any Transferred Company is a party or by which any of them is bound (x) obligating any Transferred Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests or (y) that give any Person the right to receive any economic or governance benefit or right similar to or derived from the economic or governance benefits and rights accruing to holders of the Shares of the Transferred Companies; or (B) sell, transfer, grant, or dispose of, any Shares, any Subsidiary Shares or Minority Interests or any other Equity Interests of or other ownership interests in, any Transferred Company; (iii) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of any Transferred Company or amend the terms of any outstanding securities of any Transferred Company or propose or consent to any recapitalization, reclassification, stock split, combination or like change in the capitalization of any Non-Controlled Company or amend the terms of any outstanding securities of any Non-Controlled Company; (iv) acquire any Assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any Business Assets, except that the foregoing shall not apply to any such acquisition or disposition (A) in the ordinary course of business consistent with past practice; (B) as contemplated by the Capex Plan or the Augusta Spending Benchmarks; or (C) involving consideration, individually or in the aggregate, not exceeding $5.0 million; (v) fail to make any requisite filings, renewals, recordings, payments, and other acts with applicable patent, trademark and copyright offices in applicable jurisdictions to maintain and protect its interest in the Intellectual Property or dispose of or abandon any Intellectual Property, except where the failure to take action or disposing of or abandoning such Intellectual Property is in the ordinary course of business. (vi) except as pursuant to Benefit Plans or Contracts existing as of the date of this Agreement, or as required by applicable Legal Requirements or Collective Bargaining Agreements, (A) increase the salary or other compensation of any Business Employee or consultant, except for any such increases in the ordinary course of business consistent with past practice; (B) grant any bonus, benefit direct or indirect extraordinary compensation to any Business Employee or consultant, except for any such grants in the ordinary course of business consistent with past practice; (C) increase the coverage or benefits available under any (or create any new) Benefit Plan (other than any Transferred Company Benefit Plan) other than in the ordinary course of business consistent with past practice; or (D) enter into any employment agreement with any Business Employee (or amend any such agreement to which any Transferred Company is a party) other than in the ordinary course of business consistent with past practice; or (E) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program concerning the termination of employment of the Business Employees; (vii) adopt, terminate or amend any Transferred Company Benefit Plan or plan that would be a Transferred Company Benefit Plan if in effect on the date hereof other than (w) a termination, amendment or adoption made in the ordinary course of business consistent with past practice that does not materially increase the cost to any Transferred Company Benefit Plan, (x) as required by Benefit Plans or Business Agreements, in each case, as in effect as of the date of this Agreement, or any collective bargaining agreements or any other agreements with any labor unions or works council as in effect on the date hereof or as entered into or amended consistent with the terms of this Agreement, or (y) as required by applicable Legal Requirements; (viii) enter into, modify or terminate any Collective Bargaining Agreement through negotiation or otherwise, except for (A) as set forth on Schedule 4.3(b)(viii) of the Disclosure Letter, (B) any amendment to the wage tariff rates under any Collective Bargaining Agreement with works council applicable to Business Employees located in Germany represented by the Industry Trade Union for Mining, Chemicals and Energy (the “IGBCE”) that has been agreed to by the IGBCE and the Bundesarbeitgeberverband Chemie e.V. (BACV), (C) any amendment that does not increase the aggregate employee costs of a site, including termination costs, by more than 2% of such costs on the date of this Agreement, and (D) amendments to other Collective Bargaining Agreements regarding wage tariffs generally consistent with the wage tariffs paid by chemical companies operating in the countries in which the Business operates provided no amendment shall be for a term exceeding twelve (12) months; (ix) terminate the employment of any Business Employee unless in the ordinary course of business; (x) hire, retain or transfer the employment of any individual who would be a Business Employee or consultant in respect of a Transferred Company unless in the ordinary course of business; provided, however, that no transfer of Business Employees shall (A) increase the salary or other compensation of any such Business Employee (except to the extent that any such increases do not materially increase the total salary and other compensation for such group as a whole), (B) result in the grant of any material bonus, benefit direct or indirect extraordinary compensation to such Business Employee, (C) result in a material increase in the coverage or benefits available to such Business Employee under any Benefit Plan (other than any Transferred Company Benefit Plan), or (D) enhance in any material way such Business Employee’s rights on termination or expiration of their employment agreements; (xi) make any material change in any accounting method or practice with respect to the Business, except as may be required by relevant accounting regulatory and rule making bodies; (xii) declare, set aside or pay any non-cash dividend or distribution in respect of any Equity Interest of any Transferred Company, or purchase, redeem or acquire any Equity Interest of any Transferred Company; (xiii) subject to any Encumbrance (other than Permitted Encumbrances) any Shares or material Business Assets, which Encumbrance shall not be released or satisfied prior to the Closing; (xiv) make any loan, advance or capital contribution to, or other investment in, any other Person, except for any such investments (A) in the ordinary course of business consistent with past practice; (B) as required by the Augusta Spending Benchmarks or the Capex Plan; (C) to Xxxxxxxxxx Pigments Oy’s Pension Fund in accordance with applicable Legal Requirements; (D) involving amounts, individually or in the aggregate, not exceeding $5.0 million; or (E) as required by the Governing Documents of any Transferred Company or Non-Controlled Company; (xv) except for Indebtedness incurred by Parent or its Affiliates (other than the Transferred Companies), incur or assume any Third-Party Indebtedness exceeding $5.0 million in the aggregate; (xvi) adopt any plan of reorganization, liquidation or dissolution, file a petition in bankruptcy or consent to the filing of a bankruptcy petition in respect of any Transferred Company; (xvii) change any Transferred Company’s discount, allowance or return policies or grant any discount, allowance or return terms for any customer or supplier other than in the ordinary course of business; (xviii) make or enter into any Business Agreement that would be a Material Contract or Lease, other than any Business Agreement made or entered into in the ordinary course of business or as contemplated by the Augusta Spending Benchmarks or the Capex Plan; provided, however, that notwithstanding the foregoing, no Transferred Company shall make or enter into (A) any Take or Pay Agreement or (B) any Business Agreement that would be a Material Contract and is not terminable by the relevant Transferred Company without penalty on twelve (12) months’ or less notice; (xix) terminate, restate, or in any respect, amend, supplement or waive, any rights under any Material Contract, Lease or Permit, except for any such amendments, supplements or waivers in the ordinary course of business or that individually would not reasonably be expected to have an adverse impact on the Business in excess of $2.5 million; provided, however, that notwithstanding the foregoing, no Transferred Company shall restate, or in any respect, amend, supplement or waive, any rights under any Take or Pay Agreement with respect to “take or pay” or similar requirements thereunder or the term thereof; (xx) settle, release or compromise any pending or threatened Proceeding or claim for an amount that would, individually or in the aggregate, reasonably be expected to be greater than $500,000; (xxi) enter into or agree to enter into any merger or consolidation of any Transferred Company with any Entity, engage in any new material line of business or invest in, make a capital contribution to, or otherwise acquire the securities, of any other Entity; (xxii) enter into any Contract that restrains, restricts or limits the ability of any Transferred Company or the Business to compete with or conduct any business or line of business in any geographic area; (xxiii) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities, or engage in any other material discount activity, deferred revenue activity or inventory overstocking or understocking activity, in each case, in the ordinary course of business; (A) make a material change in its Tax accounting methods; (B) change or rescind any material election in respect of Taxes, other than U.S. federal Income Tax entity classification elections with respect to Transferred Companies (other than U.S. Transferred Companies) consistent with Schedule 2.7(o) of the Disclosure Letter; (C) amend any material Tax Return; or (D) settle any material claim or assessment in respect of Taxes, in each case, which could reasonably be expected to increase the Tax liability of any Transferred Company for any taxable period beginning after the Closing Date; or (xxv) transfer the manufacturing or production of any titanium dioxide product from one site to another site; (xxvi) terminate, restate, amend, supplement or waive any rights under any of the Xxxxxxxxxx Agreements or Xxxxxxxxxx Guarantees; or (xxvii) authorize or agree, whether in writing or otherwise, to do any of the foregoing. Notwithstanding any provision of this Agreement, the Transferred Companies may distribute some or all of their cash and cash equivalents to their holders of Equity Interests and take such actions as may be required to effect the foregoing, and at or prior to the Closing, Sellers may continue to manage the Transferred Companies’ cash through intercompany accounts and cash management arrangements consistent with past practices.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Seller and Buyer shall cause the Teco Subsidiaries to, (x) conduct their business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Teco Subsidiaries and to preserve the rights, franchises, goodwill and relationships of their respective employees, customers, landlords, lenders, suppliers, regulators and others having business relationships with the Teco Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, the Seller and Buyer shall: (a) not permit the Teco Subsidiaries to cancel or forfeit any License or other Permit or take any action or fail to take any action with the purpose or having the effect of causing any License or other Permit not to be in full force and effect; (b) cause the Teco Subsidiaries to pay their respective debts, Taxes and other obligations when due; (c) cause the Teco Subsidiaries to maintain the properties and assets, including, without limitation, all Real Property and equipment, owned, operated, leased or used by the Teco Subsidiaries in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear, and maintain the inventory of the Teco Subsidiaries in a manner so as to avoid spillage, breakage or other waste outside the ordinary course of business; (d) cause the Teco Subsidiaries to continue in full force and effect without modification all insurance policies, except as required by applicable Law; (e) cause the Teco Subsidiaries to defend and protect their properties and assets (including, without limitation, their Intellectual Property) from infringement or usurpation; (f) cause the Teco Subsidiaries to perform all of their respective obligations under all Contracts relating to or affecting their properties, assets or business; (g) cause the Teco Subsidiaries to maintain their respective books and records in accordance with past practice; (h) cause the Teco Subsidiaries to comply in all material respects with all applicable Laws; (i) not permit either of the Teco Subsidiaries to create, incur permit, allow or take any action to create any Encumbrance on any of their respective assets other than Permitted Encumbrances; (j) not permit either of the Teco Subsidiaries to enter into any Material Contract (including any Lease); or (k) not permit the Teco Subsidiaries to waive, release, assign, cancel compromise, settle, or offer or propose to settle, any Action other than any workers’ compensation or public liability claims, unless (1) the amount involved in such waiver, release, assignment, compromise, settlement or offer to settle does not exceed $2,500 individually or $10,000 in the aggregate, and (2) such waiver, release, assignment, compromise, settlement or offer to settle does not impose any injunctive or other non-monetary relief or criminal fines on the Teco Subsidiaries, does not provide for any admission of liability by the Teco Subsidiaries, does not impose any sanction or restriction upon the conduct or operation of the business the Teco Subsidiaries, and the Teco Subsidiaries are fully and completely released.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller Parent shall (x) conduct the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Business in the ordinary course and of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the Company's rights, franchises, goodwill and such Subsidiary's prior practicerelationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the generality foregoing, from the date hereof until the Closing Date, Seller Parent shall: (a) preserve and maintain all Permits required for the conduct of the foregoing, except Business as described in Section 5.01 currently conducted or the ownership and use of the Disclosure SchedulePurchased Assets; (b) pay the debts, the Seller has caused Taxes and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization other obligations of the BusinessBusiness when due; (c) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Cd) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) defend and protect the properties and assets included in the Purchased Assets from infringement or binders usurpation; (f) perform all of insurance currently maintained its obligations under all Assigned Contracts; (g) maintain the Books and Records in respect accordance with past practice; (h) comply in all material respects with all Laws applicable to the conduct of the Company, each Subsidiary Business or the ownership and use of the Business and Purchased Assets; and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivi) not engage in any practice, take any action, fail to take or permit any action or enter into any transaction which could reasonably be expected to that would cause any representation or warranty of the Seller changes, events or conditions described in Section 4.06 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date hereof until the earlier to occur of the Original Closing or the valid termination of this Agreement to in accordance with the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)terms hereof, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheldwithheld or delayed), delayed Sellers shall, and shall cause the Company and its Subsidiaries to, (x) conduct the business of the Company and its Subsidiaries in the ordinary course of business consistent with past practice; and (y) use commercially reasonable effects to maintain and preserve intact the current organization, business, the Company Intellectual Property and franchise of the Company and its Subsidiaries, and to preserve the rights, franchises, goodwill and business relationships of the Company and/or its Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) cause the Company and/or its Subsidiaries to preserve and maintain all of their Permits; (b) cause the Company and/or its Subsidiaries to pay their debts, Taxes and other obligations when due; (c) cause the Company and/or its Subsidiaries to maintain the properties and assets and Company Intellectual Property owned, operated or conditioned)used by the Company and/or its Subsidiaries, as applicable, in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause the Company and/or its Subsidiaries to defend and protect their properties and assets from infringement or usurpation; (e) cause the Company and/or its Subsidiaries to perform all of their obligations under all Contracts relating to or affecting its properties, assets or business; (f) cause the Company and/or its Subsidiaries to maintain their Books and Records in accordance with past practice; (g) cause the Company and/or its Subsidiaries to comply in all material respects with all applicable Laws; and (h) cause the Company and/or its Subsidiaries not to take or permit any action that would cause any of the changes, events or conditions described in Section 4.07 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall, and shall cause the Disclosure ScheduleCompanies to, neither the Company nor any Subsidiary has conducted, or shall (x) conduct its business, other than their business in the ordinary course and of business consistent with past practice but taking into account the Company's Companies’ growth and such Subsidiary's prior practice. Without limiting expansion in the generality projections provided to Buyer, including any new dispensaries; (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the foregoingCompanies and to preserve the rights, except as described in Section 5.01 franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Disclosure Schedule, the Seller has caused Companies and shall (z) not cause the or permit any Company and each Subsidiary to (i) continue their advertising and promotional activitiesdeclare, and pricing and purchasing policiesset aside, in accordance or pay any dividend or make any distribution with past practice; respect to its outstanding equity or redeem, purchase, or otherwise acquire any outstanding equity, or (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not otherwise engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected of the sort described in Section 4.17 above. Without limiting the foregoing, from the date hereof until the Closing Date, the Sellers shall: (a) cause the Companies to preserve and maintain all of its Permits, including the Cannabis Licenses; (b) cause the Companies to pay their debts, Taxes and other obligations when due; (c) cause the Companies to maintain the properties and assets owned, operated or used by Companies in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause the Companies to continue in full force and effect without modification all insurance policies identified in Section 4.13 of the Company Disclosure Schedules, except as required by applicable Law; (e) cause the Companies to defend and protect their properties and assets from infringement or usurpation; (f) cause the Companies to perform all of their obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Companies to maintain their books and records in accordance with past practice; Laws; and (h) cause the Companies to comply in all material respects with all applicable (i) cause the Companies not to take or permit any action that would cause any representation or warranty of the Seller changes, events, or conditions described in Section 4.17 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. (a) The Seller Company covenants and agrees that from between the date of the Original Agreement to hereof and the Closing Date Date, it shall (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall i) conduct its business, other than business in the ordinary course and consistent with the Company's and such Subsidiary's its prior practice. Without limiting , and (ii) use its best efforts to collect any Indebtedness owed to it by any Company Stockholder, provided, however, that Jan Xxxx xxx, and may direct the generality Paying Agent to, offset from the Merger Consideration payable to any Company Stockholder any such sums not so collected as of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the date such Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, Stockholder surrenders his or its Shares in accordance with past practice; Section 1.10 hereof. (iib) not shorten or lengthen The Company covenants and agrees that prior to the customary payment cycles for Closing Date, and without making any of their payables or receivables; (iii) commitment on Jan Xxxx'x xxxalf, it will use their best all reasonable efforts to (A) preserve substantially intact their business organizations and the business organization of the BusinessCompany, (B) to keep available to the Purchaser the Jan Xxxx xxx services of the employees of the Company and each Subsidiaryto preserve the current relationships of the Company with its customers, suppliers and other persons with which the Company has significant business relationships. (Cc) The Company covenants and agrees that prior to the Closing Date, it will maintain its Books and Records in the usual, regular and ordinary manner consistent with past practices; to use all reasonable efforts to continue in full force and effect without material modification all existing the policies or binders of insurance currently maintained listed in respect Section 2.21 of the Disclosure Schedule or comparable substitute policies and will promptly notify Jan Xxxx xx any cancellation or non-renewal of such insurance; and to use all reasonable efforts to maintain all of the Company's Assets and Properties in good repair, each Subsidiary working order and operating condition (subject only to ordinary wear and tear). (d) The Company covenants and agrees that prior to the Business Closing Date, it will not amend its charter or by-laws or merge or consolidate or sell all or substantially all of its Assets and Property, or obligate itself to do so, with or into or to any other entity, without the prior written consent of Jan Xxxx. (De) preserve their current relationships The Company covenants and agrees that prior to the Closing Date, it will (i) comply with their customersall material applicable Laws, suppliers (ii) file all foreign, federal, state and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller local Tax Returns required to be untrue or result in a breach filed and make timely payments of applicable Taxes when due (taking into account any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Businessduly obtained extensions); and (viiii) not commit take all reasonable actions necessary to any capital expenditures contractsbe in compliance with, and to maintain the effectiveness of, all material Licenses. (f) The Company covenants and agrees that without the prior written consent of Jan Xxxx, xx will not, prior to the Closing Date: (i) change its Tax or accounting methods, principles or practices, except to the extent (with respect to accounting matters) required by GAAP and concurred in by the Company's independent accountants; (ii) declare, set forth aside or pay any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of the capital stock (or other equity interests) of the Company or any other securities or redeem, repurchase or otherwise acquire any equity securities; (iii) revalue any of its assets, including, without limitation, writing off notes or accounts receivable, other than in the respective 2004 Budgets ordinary course of business consistent with past practice; (iv) establish or increase any bonus, insurance, severance, termination, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plans, or otherwise increase the compensation payable or to become payable to any directors, officers or employees of the BusinessCompany, without except salary increases as may be required by law, salary increases to non-officers in the prior consent ordinary course of business consistent with past practice and not in excess or $25,000 per annum in the aggregate; (v) enter into any employment or severance agreement with any of its directors, officers or employees (whether new hires or existing employees) or establish, adopt or enter into any collective bargaining agreement or adopt or amend any Benefit Plan; (vi) create, incur, assume, maintain or permit to exist any Lien on any Asset or Property of the Purchaser Company other than Permitted Liens; (which consent vii) except for borrowings under the Revolving Credit Facility in the ordinary course of business consistent with past practice, create, incur or assume any Indebtedness for borrowed money, including obligations in respect of capital leases, or guarantee any Indebtedness for borrowed money or any other obligation of any other Person; (viii) pay or discharge any material claim, Liability or Lien (whether absolute, accrued, contingent or otherwise), or waive any right, other than in the ordinary course of business consistent with past practice or pursuant to binding contractual obligations of the Company in existence on the date hereof; (ix) hire any new employees, agents or consultants at an annual base salary in excess of $50,000; (x) authorize or make any capital expenditure in excess of an aggregate of $25,000; (xi) issue or agree to issue any shares of its capital stock or securities exercisable or exchangeable for or convertible into such capital stock; (xii) become a party to any agreement which, if it existed on the date hereof, would be required to be listed in the Disclosure Schedule, or amend or terminate any material Contact; (xiii) dispose of or acquire any material Assets or Properties; (xiv) abandon, modify, waive, terminate or otherwise change any of the Licenses described in Section 2.20 of the Disclosure Schedule; (xv) settle or compromise any material claims against the Company, provided that Jan Xxxx'x xxxsent to settle or compromise the State of Florida sales tax audit disclosed pursuant to Section 2.11 of the Disclosure Schedule and the legal proceedings disclosed as items (1) and (2) in Section 2.12 of the Disclosure Schedule shall not be unreasonably withheld, delayed ; reasonableness in this regard will be determined consistent with the amounts reserved for such matters in the Audited Financial Statements; (xvi) take any action or conditioned).course of action inconsistent with compliance with the covenants and agreements contained in this Agreement; or

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in this Agreement, in Section 5.01 6.01 of the Disclosure ScheduleSchedules, neither the Transaction Documents, or upon providing Buyer with fifteen (15) Business Days prior written notice of any such action, which notice shall be subject to objection by Buyer (it being understood that if Buyer does not provide the Company nor any Subsidiary has conductedwith a written objection before the expiration of such fifteen (15) Business Day period, or shall conduct its business, other than then such action will be considered in the ordinary course of business), the Company shall, and consistent the Shareholders shall, and after the Restructuring the Seller shall, cause, the Company to: (i) conduct the business of the Company in the ordinary course of business; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having business relationships with the Company's ; and such Subsidiary's maintain its assets in the ordinary course of business in good operating order and condition, reasonable wear and tear excepted. For the avoidance of doubt, prior practice. Without limiting to Closing the generality Company may make cash distributions to Shareholders, and after the Restructuring to the Seller, in respect of amounts relating to federal and state income Taxes of the foregoingShareholders or the Seller that arise by virtue of their ownership of the Company. (b) From the date hereof until the Closing Date, except as upon providing Buyer with fifteen (15) Business Days prior written notice of any such action, which notice shall be subject to objection by Buyer (it being understood that if Buyer does not provide the Company with a written objection before the expiration of such fifteen (15) Business Day period, then such action will be considered in the ordinary course of business), none of the Shareholders, or after the Restructuring the Seller, shall cause or permit the Company to take any action that would cause any of the changes, events or conditions described in Section 5.01 4.07 to occur, except in the ordinary course of business or as contemplated by this Agreement; provided that prior to Closing the Company may make cash distributions to Shareholders, or after the Restructuring the Seller, in respect of amounts relating to federal and state income Taxes of the Disclosure ScheduleShareholders or the Seller that arise by virtue of their ownership of the Company. (c) Until the Closing, the Seller has caused and shall cause the Company and each Subsidiary to shall: (i) continue their advertising on any damage, destruction or loss to any material asset, apply any and promotional activitiesall insurance proceeds received with respect thereto to the prompt repair, replacement and pricing and purchasing policiesrestoration thereof to the condition of such asset before such event or, if required, to such better condition as may be required by Law; (ii) (A) pay outstanding accounts payable (including outstanding invoices provided by third parties to the Company) as determined in accordance with GAAP in the ordinary course of business consistent with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company pay all other Indebtedness when due and each Subsidiary, (C) continue in full force pay all Taxes, including withholding Taxes as they come due and effect without material modification file all existing policies or binders of insurance currently maintained in respect Tax Returns as required by law; and (A) use commercially reasonable efforts consistent with past practice to collect accounts receivable when due and not extend credit outside of the Company, each Subsidiary and the Business and (D) preserve their current relationships ordinary course of business consistent with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any past practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise permitted by this Agreement or consented to in Section 5.01 writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause each of the Disclosure ScheduleTarget Companies to, neither (x) conduct the business of the Target Companies in the Ordinary Course of Business; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company nor any Subsidiary has conductedand to preserve the rights, or shall conduct franchises, goodwill and relationships of its businessemployees, other than in the ordinary course customers, lenders, suppliers, regulators and consistent others having business relationships with the Company's and such Subsidiary's prior practice; provided, however, Seller’s compliance with its obligations in Section 5.20 shall not be a violation of its covenants in this Section 5.01 in any respect. Without limiting the generality foregoing, from the date hereof until the Closing Date, Seller shall: (a) cause each of the foregoing, except as described Target Companies to preserve and maintain all of its Permits in Section 5.01 all material respects; (b) use its commercially reasonable efforts to cause each of the Disclosure ScheduleTarget Companies to pay its debts, the Seller has caused Taxes and shall cause the Company and each Subsidiary to other obligations when due; (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iiic) use their best its commercially reasonable efforts to (A) preserve intact their business organizations and the business organization cause each of the BusinessTarget Companies to maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (Bd) keep available use its commercially reasonable efforts to the Purchaser the services cause each of the employees of the Company and each Subsidiary, (C) Target Companies to continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect Insurance Policies, except as required by applicable Law; (e) cause each of the CompanyTarget Companies to defend and protect its properties and assets in all material respects from infringement or usurpation; (f) cause each of the Target Companies to perform in all material respects all of its obligations under all Material Contracts; (g) cause each of the Target Companies to maintain its books and records in the Ordinary Course of Business; (h) cause each of the Target Companies to comply in all material respects with all applicable Laws; (i) cause the Company not to amend, change, or supplement the CIC Plan; and (j) cause each Subsidiary and of the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) Target Companies not engage in any practice, take any action, fail to take or permit any action or enter into any transaction which could reasonably be expected to that would cause any representation or warranty of the Seller changes, events or conditions described in Section 3.08 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) Between the date of the Original Agreement to hereof and the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Date, except as set forth described in Section 5.01 of the Disclosure Schedule, neither Sellers shall, unless otherwise approved in writing by Purchasers, cause the Company nor any Subsidiary has conducted, or shall conduct its business, other than Business to be conducted in the ordinary course consistent with past practice in all respects, except that, between the date here of and the Closing Date, Sellers shall cause the Acquired Companies to take such actions as are necessary or appropriate to operate the Business consistent with the Company's and such Subsidiary's prior practiceOperating Plan, including the making of the expenditures contemplated by the Capital Expenditure Plan. Without limiting the generality of the foregoing, except as described in Section 5.01 5.01(a) of the Disclosure Schedule, the Seller has caused Sellers shall, and shall cause the Company and each Subsidiary to Acquired Companies to: (i) continue their the advertising and promotional activities, and pricing and purchasing policies, with respect to the Business in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their the payables related to the Business payable to the Persons listed in Section 5.01(a)(ii) of the Disclosure Schedule or receivablesshorten the customary receipt cycles for any of the receivables of the Business, except consistent with past practices for comparable periods in prior years, which includes the effect of seasonality; (iii) use their best commercially reasonable efforts to (A) preserve intact their intact, for the benefit of the Business, the business organizations of the Acquired Companies and the business organization of the Business, (B) keep available to the Purchaser Purchasers the services of the employees Business Employees and Vitro or its Affiliates to the extent provided to the Acquired Companies during the twelve-month period prior to the date of the Company and each Subsidiarythis Agreement, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the CompanyAcquired Companies, each Subsidiary the Business Assets and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons persons with which they have had significant business relationshipsrelationships that benefit the Business; (iv) exercise, but only after notice to Purchasers and receipt of Purchasers' prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases that are set forth in Section 3.19(b) of the Disclosure Schedule and that by their terms would otherwise expire and upon commercially reasonable terms and conditions; (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller Sellers to be untrue or result in a breach of any covenant made by the Seller Sellers in this Agreement; (vvi) not amend intentionally increase or waive decrease, in any provision material respect, production levels of the Chicago Stock Purchase AgreementBusiness beyond customary levels, properly taking into account the Aladdin Stock Purchase Agreement or any other material contract amount and nature of current Inventory, projected sales requirements and historical Inventory utilization of the Business; and (vivii) not commit to any capital expenditures contracts, except subject to the extent set forth limitations contained in 5.01(b) below, fund the operations of the Business in the respective 2004 Budgets of ordinary course consistent with past practice in all respects, including making ordinary course drawings under the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditionedBank Credit Agreement and delivering any notices required to incur any Indebtedness in accordance with Section 5.01(b)(xiv).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of Execution Date until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and it shall cause each of its Affiliates to, (x) conduct the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Business in the ordinary course and of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the Company's rights, franchises, goodwill and such Subsidiary's prior practicerelationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the generality foregoing, from the Execution Date until the Closing Date, Seller shall, and it shall cause each of its Affiliates to: (a) preserve and maintain all Permits required for the conduct of the foregoing, except Business as described in Section 5.01 currently conducted or the ownership and use of the Disclosure SchedulePurchased Assets; (b) pay the debts, the Seller has caused Taxes and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization other obligations of the Business, Business when due; (Bc) keep available to maintain the Purchaser properties and assets included in the services of Purchased Assets in the employees of same condition as they were on the Company and each Subsidiary, Execution Date; (Cd) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) defend and protect the properties and assets included in the Purchased Assets from infringement or binders usurpation; (f) perform all of insurance currently maintained its obligations under all Assigned Contracts; (g) perform all of its obligations under the Ground Lease; (h) cooperate in respect all respects with Bxxxx’s due diligence and inspections of the Company, each Subsidiary Site; (i) maintain the books and records in accordance with past practice; (j) comply with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivk) not engage take or permit any action that would cause any of the changes, events or conditions described in any practice, Section 4.04 to occur; and (l) not take any action, or fail to take any action action, that would result in an Encumbrance of any kind to be recorded against the Site, or enter into any transaction which could reasonably be expected that would cause a material adverse change to cause any representation or warranty the condition of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Site.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing (which consent shall not be unreasonably withheldwithheld or delayed) by Parent and the Member or, delayed with respect to subsections (g) and (h) below, by Member: (a) Each of Company and Parent shall (x) conduct its business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current organization, assets, business and franchise and preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with it; (b) Each of Company and Parent shall continue to meet all their respective License Interest costs; provided, that, wherever practical, each such Party shall consult with the other Party prior to making any such payments; (c) Each of Company and Parent shall provide the other Party with access to such technical, financial and contractual information in its possession relating to its License Interests as the requesting Party may from time to time reasonably request; (d) Each Party shall keep the other Parties fully informed about all material matters affecting it or conditionedits assets (including its License Interests) or financial position, including providing copies of all notices and other information provided by or to it in connection with its License Interests as soon as reasonably practicable after the same become available; (e) Each Party shall not, without the prior written consent of the other Parties, agree to amend any documents relating to its License Interests or to execute any new agreement affecting its License Interests; (f) Each Party shall not sell, charge, transfer, assign, withdraw from, or encumber in any manner whatsoever its License Interests or any part of them; (g) Parent shall seek Shareholder Approval of the Equity Exchange and an amendment or restatement of the Restated Articles to increase the number of total authorized shares of Parent Common Stock to not more than 500,000,000, and, at Parent’s option, to allow a majority share vote to approve transactions where a higher vote is provided by the Washington Business Corporation Act (the “Second Restated Articles”; (h) Parent shall not convert, or agree to convert, any of its outstanding indebtedness, including in connection with the Debt Conversion, into Parent Common Stock based on a price per share less than $0.02; provided that Parent may upon the consent of a majority in interest of holders of Parent Series A Preferred Stock, convert the Parent Series A Preferred Stock into Parent Common Stock as described in the Restated Articles (the “Series A Conversion”); and (i) Each Party shall not take any action which is or might constitute or cause a breach of any representation or warranty made by it pursuant to this Agreement, or which would or might make any of such representations or warranties misleading or inaccurate.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to a) Except (i) continue their advertising and promotional activitiesas expressly contemplated by this Agreement, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten as described on Schedule 7.4 of the Companies’ Disclosure Letter or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth that Purchaser shall otherwise consent in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), during the period from the date hereof to the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Seller shall, and shall cause each of its Affiliates (including each Group Company) to, use its reasonable best efforts to (1) conduct the operations of the Traditional Business in the ordinary course of business consistent with past practice and (2) preserve intact the current business organization of the Traditional Business, except in connection with the Intercompany Restructuring. Without limiting the foregoing, from the date hereof until the Closing Date, except in connection with the Intercompany Restructuring, Seller shall, and shall cause each Group Company and the Canadian Business to, use its reasonable best efforts to: (i) preserve and maintain all of their material Company Permits and Permits held under Environmental Laws; (ii) pay their debts, Taxes and other obligations when due; (iii) maintain their properties and assets owned, operated or used by the Group Companies or the Canadian Business in the same condition in all material respects as they were on the date of this Agreement, subject to ordinary wear and tear; (iv) continue in full force and effect without modification all material insurance policies, except as required by applicable Law; (v) defend and protect their properties and assets from infringement or usurpation; (vi) perform all of their material obligations under material Contracts relating to or affecting their properties, assets or business; (vii) maintain their books and records in accordance with past practice; and (viii) comply in all material respects with all applicable Laws, including Labor Laws and Environmental Laws. (b) Except as otherwise expressly provided in this Agreement and except as described on Schedule 7.4 of the Companies’ Disclosure Letter, between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Seller shall not, and shall cause its Affiliates (including the Group Companies and the Canadian Business) not to, without the prior written consent of Purchaser (such consent not to be unreasonably delayed, conditioned or withheld), directly or indirectly: (i) amend or authorize any amendments to the certificate of incorporation, bylaws or other constitutive document of any Group Company, except in connection with the Intercompany Restructuring or to comply with its covenants under this Agreement; (ii) (A) issue or sell any shares of capital stock or other equity securities of any Group Company or securities convertible into shares of its capital stock or other equity securities of any Group Company, (B) grant or enter into any warrants, options, rights, agreements or commitments with respect to the issuance of any such shares or other equity securities, (C) amend any terms of any capital stock or other equity securities of any Group Company or agreements related thereto or (D) split, combine or reclassify any capital stock or other equity securities of any Group Company, except in connection with the Intercompany Restructuring or to comply with its covenants under this Agreement; (iii) cause or permit the Group Companies or the Canadian Business to acquire an equity interest in, or substantial portion of the operating assets of, any business or any corporation, partnership or other business organization or division for an amount in excess of $250,000, in any one case, or $500,000 in the aggregate, except in connection with the Intercompany Restructuring or to comply with its covenants under this Agreement; (iv) other than Indebtedness that will be repaid in full at or prior to the Closing pursuant to the Pay-Off Letters or that will not constitute a liability of the Group Companies or the Canadian Business following the Closing, or the accrual of interest on Indebtedness outstanding as of the date hereof or otherwise permitted to be incurred hereunder, create, incur, assume or guarantee any Indebtedness in excess of $150,000 in the aggregate; (v) adopt, establish, enter into, amend, terminate or materially increase the benefits under any Employee Plan or other employee benefit, plan, practice, program, or policy of any Group Company or the Canadian Business in effect on the date of this Agreement, in any case other than as may be required by the terms of that Employee Plan or by applicable Law to the extent that any such change would constitute a liability of a Group Company or the Canadian Business following the Closing; (vi) increase the compensation or benefits (including granting any bonuses, whether monetary or otherwise) of any current or former director or employee of any Group Company or the Canadian Business who may remain employed by a Group Company or the Canadian Business after the Closing (in the case of this clause (vi) other than (A) as provided for in any Employee Plan or written Contract in effect as of the date hereof, and (B) payment of annual bonuses consistent with past practice in the ordinary course of business and annual salary increases consistent with past practice of not more than 3.0%), and (C) as contemplated by clause (vii) immediately below; (vii) grant or increase any severance, retention, change-of-control or similar payments to any current director, employee, or other service provider of a Group Company or the Canadian Business with annual compensation in excess of $250,000, or any other Person who may be employed by or providing services to any Group Company or the Canadian Business following the Closing other than as provided for in any Employee Plan or written Contract in existence as of the date hereof or consistent with past practice in the ordinary course of business, if that grant or increase would constitute a liability of the Group Companies or the Canadian Business following the Closing; (viii) sell, transfer, license or otherwise dispose of (except in the ordinary course of business consistent with past practice or in connection with the Intercompany Restructuring), or create or incur any Lien (other than Permitted Liens) on, any assets of the Traditional Business (whether real (subject to Sections 7.4 (b)(xvii) and (xviii)), personal or mixed) that have an aggregate book value in excess of $300,000, other than dispositions of inventory or personal property (in the case of the latter, that has been fully depreciated or that is no longer used in the Traditional Business or that has been replaced) in the ordinary course of business consistent with past practice; (ix) permit any Group Company or any portion of the Canadian Business to merge, amalgamate or consolidate with or into another Person or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or other similar transaction, except in connection with the Intercompany Restructuring; (x) make any loan to any director or employee of any Group Company or of the Canadian Business or to any other Person who will be employed by the Group Companies or the Canadian Business following the Closing, or enter into any Contract or other transaction with any of their directors or employees who in any case will remain employed by the Group Companies or the Canadian Business after the Closing other than ordinary course expense advancement consistent with past practice and employment contracts and agreements in connection with new hires in the ordinary course consistent with past practice; (xi) except as may be required as a result of a change in Law or in GAAP, change any material accounting principles, practices or methods employed in the preparation of the Financial Statements; (xii) enter into, modify, amend or terminate any Material Contract (including, for the avoidance of doubt, any sale and leaseback Contract of the Traditional Business), or any Contract of the Traditional Business that, if existing on the date hereof, would be a Material Contract, other than in the ordinary course of business consistent with past practice; (xiii) enter into, modify, amend or terminate any collective bargaining agreement that will be an obligation of any Group Company or the Canadian Business following the Closing, other than as required by Law or in the ordinary course of business consistent with past practice; (xiv) authorize any new capital expenditure or expenditures by the Group Companies or the Canadian Business (or otherwise with respect to the Traditional Business) that individually exceed $250,000 in the aggregate; provided, that, for the avoidance of doubt, nothing shall prohibit any capital expenditure or expenditures included in the capital expenditure budgets of the Group Companies or the Canadian Business previously provided to Purchaser; (xv) waive, release or assign any rights of material value to the Traditional Business or cancel, compromise, release or assign any material Indebtedness owed to any Group Company or the Canadian Business or any material claims held by any Group Company or the Canadian Business other than in the ordinary course of business consistent with past practice; (xvi) commence any Action in the name of any Group Company or Seller (with respect to the Canadian Business) other than in the ordinary course of business consistent with past practice; (xvii) transfer or incur any Lien on any Owned Real Property that will be held by any Group Company or the Canadian Business after the Intercompany Restructuring (other than Permitted Liens); (xviii) terminate or materially amend or modify any Material Property Lease, other than extensions involving an increase in annual rent payments of no more than 5% per year and terminations of the term or amendments or modifications in the ordinary course of business consistent with past practice; (xix) cancel or terminate any material insurance policy naming one or more Group Companies or Seller (with respect to the Canadian Business) as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; or (xx) take or agree in writing or otherwise to take any of the actions described in Sections 7.4(b)(i) through 7.4(b)(xix). (c) For clarity, this Section 7.4 shall not apply to any action taken or omitted to be taken by Seller or a Group Company with respect to businesses of Seller other than the Traditional Business, or by a Subsidiary of Seller other than a Group Company; provided, in each case, that such action or determination not to act does not result in a liability of a Group Company or the Canadian Business following the Closing. (d) If the Closing has not occurred by December 31, 2017, then the following provisions of Section 7.4(b) shall be amended as follows: (i) Clause (xiv) of Section 7.4(b) shall be amended to provide that capital expenditures may be made in the amounts budgeted therefor in good faith, and in any event, not less than capital expenditures for 2017; and (ii) Clause (xvii) of Section 7.4(b) shall be revised to permit the occurrence of Liens to secured financings entered into in the ordinary course consistent with past practices so long as they will be released at Closing.

Conduct of Business Prior to the Closing. The Seller (a) Each Cliffstar Company covenants and agrees that that, except as otherwise contemplated by this Agreement, as set forth in Schedule 5.01(a) of the Sellers’ Disclosure Letter, as required by applicable Law or as consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed), at all times from and after the date of the Original Agreement hereof through and to the Closing Date it will: (orx) operate its respective business in the ordinary course consistent with past practice, including with respect to the Aladdin Subsidiariescollection of accounts receivable and the payment of accounts payable and other debts, during obligations and Liabilities when due (except for those disputed in good faith); and (y) use commercially reasonable efforts to: (A) preserve in all material respects its present business operations, organization and goodwill, including the Relevant Period)Assets, except as set forth and (B) preserve in Section 5.01 of all material respects the Disclosure Schedulepresent relationships which it has with its vendors, neither the Company nor any Subsidiary has conductedcustomers, or shall conduct its businesssuppliers, employees, contractors, regulators and other than in the ordinary course and consistent Persons having business relationships with the Company's and such Subsidiary's prior practiceit. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, each of the Cliffstar Companies shall, and the Sellers’ Representative shall cause each Cliffstar Company to, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made otherwise contemplated by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit as required by applicable Law or as consented to any capital expenditures contracts, except to the extent set forth by Purchaser in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing (which consent shall not be unreasonably withheldconditioned, delayed withheld or delayed): (i) maintain its legal existence and preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Assets; (ii) maintain the books and records of the Cliffstar Companies in accordance with past practice; and (iii) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Assets; (iv) amend the Company’s and Star Consulting, LLC Health Benefit Plan to no longer cover all ‘Retired full-time employees of the Company who are at least 76 years of age and have completed 22 years of service. (b) Each of the Cliffstar Companies covenants and agrees that, except (1) as otherwise contemplated by this Agreement, (2) as set forth in Schedule 5.01(b) of the Sellers’ Disclosure Letter, (3) as required by applicable Law, or (4) as consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed), at all times from and after the date hereof, through and to the Closing Date, it shall not, directly or indirectly: (i) acquire (by merger, consolidation, a joint venture, acquisition of stock or assets or other business combination) any corporation, partnership, other business entity, property, plant, facility, furniture, equipment or other asset, or make or commit to make any capital expenditure or expenditures, in each case in excess of $500,000, in the aggregate, or as contemplated by the Cliffstar Companies’ capital expenditure budget previously provided to Purchaser and attached to this Agreement as Annex 2; (ii) except in the ordinary course of business, sell, lease, license, transfer, encumber, pledge or dispose of any of the Assets (including by way of merger, consolidation, assets sale formation of a joint venture or other business combination), other than distributions of Excluded Assets to any Affiliate of the Cliffstar Companies and transfers of Assets to the LLC pursuant to Section 5.20; (iii) make any loans, advances or capital contributions to, or investments in any Person, other than intercompany loans made by the Cliffstar Companies to any of the Cliffstar Companies; provided, that any and all loan receivables relating to such intercompany loans are included among the Assets; (iv) cancel, compromise, terminate or amend any Material Contract, or waive any material rights thereunder in each case, other than in the ordinary course of business consistent with past practice; (v) take any action outside the ordinary course of business, consistent with past practice; (vi) except for advances under working capital lines of credit in existence as of the date hereof or in the ordinary course of business, incur any indebtedness for borrowed money, issue any debt securities or assume, guarantee or endorse the obligations of any other Person; (vii) adopt, enter into, or increase benefits under any Employee Plan (or any plan that would be an Employee Plan if in effect on the date hereof) or grant or agree to grant any increase in the wages, salary, bonus or other compensation, remuneration or benefits (including severance or termination pay) of any executive-level employee of the Cliffstar Companies, except, in each case, in the ordinary course of business, consistent with past practice, or as required under applicable Law or any existing Employee Plan, take any action that would constitute a “mass lay-off” a “mass termination,” or a “plant closing,” or which would otherwise trigger notice requirements under any applicable Law concerning reductions in force, such as the WARN Act or any similar Law in any applicable jurisdiction, except as required by applicable Law, existing Employee Plans or in the ordinary course of business consistent with past practice; (viii) change any plan administrator of any Employee Plan, except as required under applicable Law; (ix) make any change in any of its present accounting methods and practices, except as required by changes in GAAP or applicable Law; (x) amend, adopt or effect any change to the Certificate of Incorporation or By-laws (or equivalent governing and organizational documents) of any Cliffstar Company; (xi) effect or agree to effect any merger, acquisition, sale of assets (other than in the ordinary course of business consistent with past practice), recapitalization, reclassification, consolidation, liquidation, dissolution, bankruptcy or other reorganization with respect to any Cliffstar Company or enter into a Letter of Intent or agreement in principle with respect thereto, except with respect to transfers of assets to the LLC pursuant to Section 5.20; (xii) cancel or terminate its current Insurance Policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (xiii) enter into any Material Contract other than those Material Contracts (x) itemized in Sections 3.14(a)(ix) and 3.14(a)(xii) or (y) that are a renewal of an existing contract with a grower and entered into in the ordinary course of business; (xiv) settle any pending or threatened Action that any Cliffstar Company would be required to disclose in the Sellers’ Disclosure Letter or otherwise cancel, compromise or settle any material claim, or waive or release any material rights of any Cliffstar Company; (xv) make or change any material non-income Tax election, change an annual accounting period, file any material amended non-income Tax Return, enter into any material closing agreement, settle any material non-income Tax claim or assessment, surrender any material right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any non-income Tax claim or assessment, fail to timely file any non-income Tax Return or timely pay any non-income Tax (in each case, taking into account any valid extensions); (xvi) give any material consent or exercise any material option under any Real Property Lease or demolish or materially alter any Owned Real Property, except for any alteration that is in progress as of the date hereof; and (xvii) agree or commit to any of the foregoing, whether in writing or otherwise. Nothing in this Agreement shall prohibit or otherwise restrict any of the Cliffstar Companies from (i) repaying any indebtedness of the Cliffstar Companies, (ii) declaring and paying any dividends or distributions of or otherwise transferring to the Cliffstar Companies and their Affiliates cash and cash equivalents of the Cliffstar Companies or their subsidiaries, or (iii) distributing, disposing or otherwise transferring any Excluded Asset.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date of Effective Date until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conductedthis Agreement including as provided in paragraph (b), or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause CPBR, to conduct its business, other than the business of CPBR and operate or maintain the Facility in the ordinary course and of the CPBR Business consistent with past practice and use reasonable best efforts to maintain and preserve intact the Company's current organization and such Subsidiary's prior practicebusiness of CPBR and to preserve the rights, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with CPBR. Without limiting the generality of the foregoing, except from the Effective Date until the Closing Date, Seller shall: (1) cause CPBR to preserve and maintain all of its Permits; (2) cause CPBR to pay its debts, Taxes and other obligations when due; (3) cause CPBR to maintain the properties and assets owned, operated or used by CPBR in the same condition as described in Section 5.01 of they were on the Disclosure ScheduleEffective Date, the Seller has caused subject to reasonable wear and shall tear; (4) cause the Company and each Subsidiary CPBR to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (5) cause CPBR to perform all of its obligations under all Material Contracts relating to or affecting its properties, assets or business; (6) cause CPBR to maintain its books and records in accordance with past practice; (7) cause CPBR to comply in all material respects with all applicable Laws; (8) cause CPBR to not increase the compensation, bonus, commissions or fee arrangements payable or to become payable by CPBR to its employees, except in the ordinary course of business; (9) cause CPBR to not enter into, amend, modify or terminate any new or existing policies Material Contract (including, without limitation, agreements obligating CPBR to pay capitalized expenses) other than in the ordinary course of business consistent with past practices; (10) cause CPBR to not incur any additional Indebtedness or binders accrue any additional liabilities other than trade indebtedness incurred in the ordinary course of insurance currently maintained in respect of the Companybusiness consistent with past practices; (11) cause CPBR to not acquire, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action lease or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach dispose of any covenant made by the Seller in this Agreement; equipment (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth than in the respective 2004 Budgets ordinary course of the Businessbusiness); (12) Not make any settlement of or compromise any Tax liability, change any Tax election or Tax method of accounting or make any new Tax election or adopt any new Tax method of accounting without the prior consent of the Purchaser (Buyer, which consent shall not be unreasonably withheld, delayed withheld or conditioned).; (13) Not make any material changes to any CPBR Benefit Plan or materially increase the Liabilities of CPBR thereunder; (14) Except as provided in this Agreement, not make any distributions to the Seller from CPBR; and

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), neither the Company nor any Subsidiary has conductedSeller shall, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to its Subsidiaries to, (ix) continue their advertising conduct the business of the Company and promotional activities, and pricing and purchasing policies, its Subsidiaries in accordance the ordinary course of business consistent with past practice; and (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iiiy) use their reasonable best efforts to (A) maintain and preserve intact their the current organization, business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees franchise of the Company and each Subsidiaryits Subsidiaries, and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and/or its Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (Ca) cause the Company and/or its Subsidiaries to pay their debts, Taxes and other obligations when due; (b) cause the Company and/or its Subsidiaries to maintain the properties and assets owned, operated or used by the Company and/or its Subsidiaries, as applicable, in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (c) cause the Company and/or its Subsidiaries to continue in full force and effect without material modification all existing policies insurance policies, except as required by applicable Law; (d) cause the Company and/or its Subsidiaries to defend and protect their properties and assets from infringement or binders usurpation; (e) cause the Company and/or its Subsidiaries to perform all of insurance currently maintained their obligations under all Contracts relating to or affecting its properties, assets or business; (f) cause the Company and/or its Subsidiaries to maintain their books and records in respect accordance with past practice; (g) cause the Company and/or its Subsidiaries to comply in all material respects with all applicable Laws; and (h) cause the Company and/or its Subsidiaries not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.08 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and Each of the Sellers agrees that that, during the period from the date of the Original Agreement to hereof until the Closing Date (or, or such earlier time as this Agreement may be terminated in accordance with respect to the Aladdin Subsidiaries, during the Relevant Period)its terms, except as (I) otherwise expressly permitted or required by this Agreement or the other Ancillary Agreements, (II) contemplated by the Company Restructuring, (III) required by applicable Law, (IV) set forth in Section 5.01 5.01(a) of the Disclosure Schedule, neither the Company nor any Subsidiary has conductedSchedules, or (V) consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed), it shall cause the Companies and their Subsidiaries to conduct its business, other than the Business in the ordinary course and consistent with past practice, and Sellers will cause the Company's Companies and such Subsidiary's prior practicetheir Subsidiaries to use their commercially reasonable efforts to preserve intact their business organization, to keep available the services of their current officers and Business Employees and to preserve the present relationships with those Persons having significant business relationships with the Companies or any of their Subsidiaries. Without limiting the generality of the foregoing, foregoing and except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and otherwise expressly permitted or required by this Agreement or the business organization of the Businessother Ancillary Agreements, (B) keep available to the Purchaser the services of the employees of contemplated by the Company and each SubsidiaryRestructuring, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Companyrequired by applicable Law, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets Section 5.01(a) of the Business, without the prior consent of the Disclosure Schedules or (E) consented to by Purchaser in writing (which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioneddelayed)., during the period specified in the preceding sentence, each of the Sellers shall not, and shall not permit the Companies or any of their Subsidiaries to, to the extent it relates to the Business:

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Major Shareholders shall, and shall cause the Disclosure ScheduleTarget Companies to, neither the Company nor any Subsidiary has conducted, or shall (x) conduct its business, other than their respective businesses in the ordinary course and of business consistent with past practice, including the Company's offer and such Subsidiary's prior practice. Without sale of Franchises; (y) without limiting the generality of the foregoing, except as described conduct all Product promotions, sales, and discount offerings in Section 5.01 the ordinary course of business consistent with past practice and refrain from any activity intended to, or that may have the result of, pulling any post-Closing period sales forward to the period prior to the Closing; and (z) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Disclosure ScheduleTarget Companies and to preserve the rights, franchises, goodwill and relationships of employees, customers, lenders, suppliers, regulators and others having business relationships with the Seller has caused and Target Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Major Shareholders shall cause the Company Target Companies: (a) to preserve and each Subsidiary maintain all of its Permits; (b) to pay their debts, Taxes and other obligations when due; (ic) continue their advertising to maintain the properties and promotional activitiesassets owned, operated or used by the Target Companies in the same condition as they were on the date of this Agreement, subject to reasonable wear and pricing and purchasing policies, in accordance with past practice; tear; (iid) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) to defend and protect their properties and assets from infringement or binders usurpation; (f) to perform all of insurance currently maintained its obligations under all Contracts relating to or affecting its properties, assets or business; (g) to maintain their books and records in respect accordance with past practice; (h) to comply with all applicable Laws; and (i) not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.08 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. (a) The Seller Company covenants and agrees that from the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)that, except as described in Section 5.01(a) of the Disclosure Schedule or as otherwise permitted by this Agreement (and subject to the limitations on conduct set forth in this Section 5.01 5.01), between the date hereof and the Effective Time, none of the Disclosure Schedule, neither the Company nor or any Subsidiary has conducted, or shall conduct its business, business other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 5.01(a) of the Disclosure Schedule, the Seller has caused Company shall, and shall cause the Company and each Subsidiary to to, (i) continue their its advertising and promotional activities, and pricing and 59 purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their its payables or receivables; (iii) use their best its reasonable efforts to (A) preserve intact their its business organizations and the business organization of the Business, (B) keep available to the Purchaser Parent and Merger Sub the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their its current relationships with their its customers, suppliers and other Persons persons with which they have had it has significant business relationships; (iv) exercise, but only after notice to Parent and receipt of Parent's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.17(a) of the Disclosure Schedule which by their terms would otherwise expire; (v) not make an offer of employment to any Person without the approval of Parent and (vi) not engage in any practice, take any action, fail to take any action or enter into any transaction which with knowledge that it would or could reasonably be expected to cause any representation or warranty of the Seller Company to be untrue in any material respect or result in a material breach of any covenant made by the Seller Company in this Agreement; . (vb) not amend or waive any provision Except as described in Section 5.01(b) of the Chicago Stock Purchase AgreementDisclosure Schedule, the Aladdin Stock Purchase Agreement or any other material contract of the Business; Company covenants and (vi) not commit to any capital expenditures contractsagrees that, except prior to the extent set forth in the respective 2004 Budgets of the BusinessEffective Time, without the prior written consent of Parent, neither the Purchaser Company nor any Subsidiary will do any of the things enumerated in the second sentence of Section 3.10 (which consent shall not be unreasonably withheldincluding, delayed or conditionedwithout limitation, clauses (i) through (xxiii) thereof).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date hereof until the earlier of the Original Closing and the termination of this Agreement to the Closing Date (or, in accordance with respect to the Aladdin Subsidiaries, during the Relevant Period)its terms, except as set forth in Section 5.01 of the Disclosure ScheduleSchedules or as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), neither the Company nor any Subsidiary has conductedSeller shall, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to to, (ix) continue their advertising and promotional activities, and pricing and purchasing policies, conduct the business of the Company in accordance the ordinary course of business consistent with past practice; and (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iiiy) use their best commercially reasonable efforts to (A) maintain and preserve intact their the current organization, business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees franchise of the Company and each Subsidiaryto preserve the rights, franchises, goodwill and relationships of its employees, customers, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Seller shall use commercially reasonable efforts to, except with the prior written consent of Buyer: (Ca) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contractsInsurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) subject to the extent exclusions set forth in the respective 2004 Budgets Section 3.08 of the BusinessDisclosure Schedules, without cause the prior consent Company not to take or permit any action that would cause any of the Purchaser (which consent shall not be unreasonably withheldchanges, delayed events or conditioned)conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller or Medovex as the case may be (which consent shall not be unreasonably withheld or delayed), Seller and Medovex shall each (x) conduct their Seller Business and Medovex Business, as applicable in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, contractors, patients, lenders, suppliers, regulators and others having relationships with their business. Seller and Medovex acknowledge and agree that Medovex may incur accounts payable in the ordinary course of the Original Agreement Medovex Business that are not paid until Closing; subject to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except obligations of Medovex as set forth in Section 5.01 of the Disclosure ScheduleSections 5.10, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course 7.03(d) and consistent with the Company's and such Subsidiary's prior practice7.03(e). Without limiting the generality foregoing, from the date hereof until the Closing Date, Seller and Medovex shall: (a) preserve the ownership and use of their respective assets and maintain all Permits required for the foregoingconduct of their business as currently conducted; (b) pay the debts, Taxes and other obligations of their business when due, except as described otherwise agreed to in this Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to 6.01; (ic) continue their advertising and promotional activities, and pricing and purchasing policies, to collect Accounts Receivable in accordance a manner consistent with past practice; , without discounting such Accounts Receivable; (iid) not shorten or lengthen maintain their properties and assets in the customary payment cycles for any same condition as they were on the date of their payables or receivables; this Agreement, subject to reasonable wear and tear; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Ce) continue in full force and effect without material modification all existing policies RMS Insurance Policies and Medovex Insurance Policies, as applicable, except as required by applicable Law; (f) defend and protect its properties and assets from infringement or binders usurpation; (g) perform all of insurance currently maintained its obligations under all RMS Material Contracts and Medovex Material Contracts, as the case may be; (h) maintain its Books and Records in respect accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of its business or the ownership and use of its assets; and (j) not take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customersevents or conditions described in Section 4.06 or Section 5.11, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practiceas applicable, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Business in the ordinary course and of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the Company's rights, franchises, goodwill and such Subsidiary's prior practicerelationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the generality foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the foregoing, except Business as described in currently conducted or the ownership and use of the Purchased Assets; (b) other than as set forth on Section 5.01 6.01(b) of the Disclosure ScheduleSchedules pay the debts, current accounts payable, current employee wages, Taxes and other reasonably undisputed obligations of the Seller has caused and shall cause the Company and each Subsidiary to Business when due; (ic) continue their advertising and promotional activities, and pricing and purchasing policies, to collect Accounts Receivable in accordance a manner consistent with past practice; , without discounting such Accounts Receivable; (iid) not shorten or lengthen maintain the customary payment cycles for any properties and assets included in the Purchased Assets in the same condition as they were on the date of their payables or receivables; this Agreement, subject to reasonable wear and tear; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Ce) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or binders usurpation; (g) perform all of insurance currently maintained its obligations under all Assigned Contracts; (h) maintain the Books and Records in respect accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Company, each Subsidiary Business or the ownership and use of the Business and Purchased Assets; and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivj) not engage in any practice, take any action, fail to take or permit any action or enter into any transaction which could reasonably be expected to that would cause any representation or warranty of the Seller changes, events or conditions described in Section 4.06 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller Company covenants and agrees that from between the date hereof and the time of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure ScheduleClosing, neither the Company nor any Subsidiary has conducted, or shall conduct its business, business other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure ScheduleCompany shall, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their its reasonable best efforts to (A) preserve intact their business organizations and the business organization of the Businessorganizations, (B) keep available to the Purchaser the services of the employees of the Company and each SubsidiaryEmployees, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships, (D) maintain (i) all of the material assets and properties of the Company and the Subsidiaries in their current condition, ordinary wear and tear excepted and (ii) insurance upon all of the properties and assets of the Company and the Subsidiaries in such amounts and of such kinds comparable to that in effect on the date of this Agreement other than changes in the ordinary course and consistent with the Company's and such Subsidiary's prior practice, (E) maintain the books, accounts and records of the Company and the Subsidiaries in the ordinary course of business according to past practice, (F) comply in all material respects with all contractual and other obligations applicable to the operation of the Company and the Subsidiaries; (G) continue to collect accounts receivable and pay accounts payable utilizing normal procedures, and (H) comply in all material respects with all applicable Laws consistent with past practice. Except as expressly permitted by this Agreement, as required by applicable Law or as consented to in writing by Purchaser, between the date hereof and the time of the Closing, the Company shall not, and shall cause each Subsidiary not to: (i) create or form any subsidiary; (ii) amend its certificate of incorporation, bylaws or other governing documents, or alter through merger, liquidation, reorganization, restructuring or any other fashion, its corporate structure; (iii) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, in each case, other than in the ordinary course of business; (iv) not engage adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate existence, or any of the rights or franchises or any material license, permit or authorization under which the business operates to be suspended, lapsed or revoked; (v) issue, deliver, sell, pledge, dispose of or otherwise encumber any of its share capital, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire any such shares, voting securities, equity equivalent or convertible securities, other than the issuance of Common Shares upon the exercise of options or warrants outstanding on the date of this Agreement in accordance with their current terms, or upon the conversion of any practiceClass A Shares or Class B Shares outstanding on the date of this Agreement in accordance with their current terms; (vi) purchase or lease any real property (excluding the renewal of any existing lease); (vii) authorize or announce an intention to do any of the foregoing, take any action, fail to take any action or enter into any transaction which could reasonably be expected contract, agreement, commitment or arrangement to cause do any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; foregoing; (vviii) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent as set forth in the respective 2004 Budgets Section 6.01(viii) of the BusinessDisclosure Schedule, without the prior consent declare, set aside, make or pay any dividend or other distribution in respect of the Purchaser share capital of the Company or repurchase, redeem or otherwise acquire any outstanding share capital or other securities of, or other ownership interests in, the Company or the Subsidiaries; (ix) except as set forth in Section 6.01(ix) of the Disclosure Schedule, (A) materially increase the annual level of compensation of any employee of the Company or the Subsidiaries, (B) increase the annual level of compensation payable or to become payable by the Company or the Subsidiaries to any of their respective executive officers, (C) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any employee, director or consultant, (D) other than in the ordinary course of business, consistent with past practice, increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the employees, agents or representatives of the Company or the Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement or (E) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which consent shall the Company or the Subsidiaries is a party, which involves a director or officer of the Company or the Subsidiaries in his or her capacity as a director or officer of the Company or the Subsidiaries; (x) incur or assume any Debt or subject to any Encumbrance or otherwise encumber or permit, allow or suffer to be encumber, any of the properties or assets (whether tangible or intangible) of the Company or the Subsidiaries, other than in the ordinary course of business or consistent with past practices; (xi) cancel or compromise any Debt owing to it or claim or waive or release any material right of the Company or the Subsidiaries except in the ordinary course of business, consistent with past practices, or settle any material litigation; (xii) enter into any commitment for capital expenditures of the Company and its Subsidiaries in excess of $100,000 for any individual commitment and $250,000 for all commitments in the aggregate; (xiii) enter into, modify or terminate any labor or collective bargaining agreement of the Company or the Subsidiaries or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Company or the Subsidiaries; (xiv) introduce any material change with respect to the operation of the Company or the Subsidiaries, including any material change in the types, nature, composition or quality of its products or services, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products; (xv) permit the Company or the Subsidiaries to enter into any transaction or to enter into, modify or renew any Contract which by reason of its size, nature or otherwise is not be unreasonably withheldin the ordinary course of business; (xvi) permit the Company or the Subsidiaries to make any investments in or loans to, delayed or conditioned)pay any fees or expenses to, or enter into or modify any Contract with any Related Party other than pursuant to any Contract or arrangement set forth in Section 3.17 of the Disclosure Schedule; (xvii) make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable law or GAAP, make any material change to the methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; or (xviii) enter into any new Contract which restrains, restricts or limits the ability of the Company or any Subsidiary to compete with or conduct any business or line of business in any geographic area.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Purchaser, the Company shall, and the Founder and the Members shall cause the Company to, (i) cooperate with Purchaser to permit Purchaser and Purchaser’s personnel to take and fulfill customer orders and manage customer relationships in order to facilitate a transition of the Disclosure ScheduleCompany’s operations at the Closing, neither (ii) cause Cuattro to continue to perform and provide goods and services on the Company nor any Subsidiary has conducted, or shall conduct its business, other than same terms and conditions as in the ordinary course of business prior hereto, (iii) conduct the business of the Company in the ordinary course of business consistent with past practice; and consistent (iv) use reasonable best efforts to maintain and preserve intact the current organization, business and franchises of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, distributors, regulators and others having business relationships with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of from the Disclosure Scheduledate hereof until the Closing Date, the Seller has caused Company, the Founder and shall the Members shall: (a) cause the Company to preserve and each Subsidiary to maintain all of its Permits; (ib) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of cause the Company to pay its debts, Taxes and each Subsidiaryother obligations when due; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (Cd) cause the Company to continue in full force and effect without material modification all existing policies insurance policies; (e) cause the Company to defend and protect its properties and assets from infringement or binders usurpation; (f) cause the Company to perform all of insurance currently maintained its obligations under all Material Contracts relating to or affecting its properties, assets or business; (g) cause the Company to cooperate with Purchaser to maintain its books and records in respect accordance with past practice; (h) cause the Company to collect its receivables and pay its payables in the ordinary course of business in accordance with past practice without any acceleration or deferral of such actions inconsistent with past practice; (i) cause the Company to comply in all material respects with all applicable Laws; and (j) cause the Company not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 2.9 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that from that, between the date of hereof and the Original Agreement to the Closing Date (orClosing, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall not conduct its business, (without the prior written consent of Purchaser) the Business other than in the ordinary course and consistent with in a manner which does not adversely affect the Company's and such Subsidiary's prior practiceCompany or its Business. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their its payables or receivables; (iii) use their its best efforts to (A) preserve intact their its business organizations organization and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each SubsidiaryCompany, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary Company and the Business and (D) preserve their its current relationships with their its customers, suppliers and other Persons persons with which they have had it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser’s prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller Company to be untrue or result in a breach of any covenant made by the Seller in this Agreement; . (vb) not amend or waive any provision of the Chicago Stock Purchase AgreementThe Seller covenants and agrees that, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except prior to the extent set forth in the respective 2004 Budgets of the BusinessClosing, without the prior written consent of the Purchaser (which consent shall Purchaser, the Seller will cause the Company not be unreasonably withheld, delayed or conditioned)do any of the things enumerated in the second sentence of Section 3.11.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheldwithheld or delayed), delayed Seller and the Company shall, and shall cause the Subsidiaries to (x) conduct the business of the Target Parties in the ordinary course of business consistent with past practice; and (y) use their reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Target Parties and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having business relationships with the Target Parties. Without limiting the foregoing, from the date hereof until the Closing Date, Seller and Company shall: (i) pay, and cause the Subsidiaries to pay, their debts, Taxes and other obligations when due, provided however, that no Target Party shall file any Tax Return on or conditionedbefore the Closing Date without first permitting the Buyer to review any such Tax Return; (ii) maintain, and cause the Subsidiaries to maintain, the properties and assets owned, operated or used by a Target Party, including the Oil and Gas Properties, in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (iii) defend and protect, and cause the Subsidiaries to defend and protect, their properties and assets from infringement or usurpation; (iv) perform, and cause the Subsidiaries to perform, all of their obligations under all Contracts relating to or affecting its properties, assets or business; (v) maintain, and cause the Subsidiaries to maintain, their books and records in accordance with past practice; (vi) comply, and cause the Subsidiaries to comply, in all material respects with all applicable Laws; (vii) not (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any of the Company’s or any of its Subsidiaries’ capital stock or other equity interests (other than dividends or distributions by a Subsidiary solely to the Company), (B) effect any reorganization or recapitalization or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (C) directly or indirectly offer to or purchase, redeem, retire or otherwise acquire any shares of its capital stock or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (viii) not offer, issue, deliver, sell, grant, pledge, transfer or otherwise encumber or dispose of or subject to any Encumbrance or limitation on voting rights (A) any shares of the Company’s or any of its Subsidiaries’ capital stock, (B) any securities convertible into or exchangeable for, or any options, warrants, commitments or rights of any kind to acquire, any such shares, voting securities or convertible or exchangeable securities or (C) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units; (ix) not take or permit, and cause the Subsidiaries not to take or permit, any action that would cause any of the changes, events or conditions described in Section 3.08 to occur, including incurring, assuming or guaranteeing any indebtedness for borrowed money (except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice); (x) use commercially reasonable efforts, and cause the Subsidiaries to, operate in all material respects in the ordinary course of business and in material compliance with all applicable Laws, maintain insurance as now in force with respect to the Oil and Gas Properties (unless simultaneously with the cancellation or lapse of any such insurance obtain replacement policies providing equal or greater coverage under the terminated or lapsed policies for substantially similar premiums and on substantially similar terms and conditions) and pay or cause to be paid all costs and expenses incurred in connection therewith promptly when due; (xi) not, and cause the Subsidiaries not to, (A) grant to any employee, officer or director of any Target Party any increase in compensation or pay any employee, officer or director of the Target Party any bonus or other benefit, (B) establish, adopt, enter into, amend or terminate (1) any bonus, severance, retention, profit sharing or other benefit or welfare plan, (2) any employment, change in control, retention or similar agreement or (3) any collective bargaining agreement, or other labor union agreement or (C) amend any Benefit Plan, collective bargaining agreement or other labor union agreement or (D) grant any severance or termination pay; (xii) not commit, and cause the Subsidiaries not to commit, to participate in the drilling of any new well without advance written consent of Buyer; (xiii) not make or commit, and cause the Subsidiaries not to make or commit, to other new (i.e., operations not existing as of the date hereof) operations on their respective Oil and Gas Properties the cost of which is in excess of Fifty Thousand Dollars ($50,000) (other than in case of emergency or as may otherwise be required to prevent injury or damage to Persons, property or the environment or to comply with applicable Law or any Material Contract), net to such Target Party’s interests, in any single instance, without the advance written consent of Buyer, which consent or non consent must be given by Buyer within the lesser of (x) ten (10) days of Buyer’s receipt of the notice from the Company or (y) three-fourths (3/4) of the applicable notice period within which the Company or its Subsidiaries is contractually obligated to respond to third parties to avoid a deemed election by such Target Party regarding such operation, as specified in the Company’s notice to Buyer requesting such consent, and any failure by Buyer to consent or non consent within such specified period shall be deemed to be a consent by Buyer; (xiv) use commercially reasonable efforts to maintain and keep, and cause the Subsidiaries to use commercially reasonable efforts to maintain and keep, their Oil and Gas Properties and any Permits related to the Oil and Gas Properties in full force and effect, except where such failure is due to the failure to participate in an operation that Buyer does not timely approve; (xv) not increase, and cause the Subsidiaries not to increase, the rate of production with respect to any Well except increases in the ordinary course of business; (xvi) not grant or create, and cause the Subsidiaries not to grant or create, any preferential right or consent with respect to their Oil and Gas Properties or enter into or extend or expand any area of mutual interest agreement or similar agreement that would be binding on any Target Party or Buyer after Closing; (xvii) not, and cause the Subsidiaries not to, enter into any Hydrocarbon sales, supply, exchange, processing or transportation Contract with respect to any applicable Oil and Gas Property that is not terminable without penalty or detriment on notice of sixty (60) days or less; (xviii) not, and cause the Subsidiaries not to, voluntarily relinquish their respective position as an operator with respect to any applicable Oil and Gas Property; (xix) not, and cause the Subsidiaries not to, enter into any renewal of, modification to or amendment to, or terminate any Material Contract, or waive, delay the exercise of, assign or release any material rights or claims thereunder, except as otherwise permitted above in this Section 5.01, or enter into or amend in any material manner any agreement or commitment with any former or present director, officer, employee or co-employee of the Target Parties, or with any Affiliate of any of the foregoing Persons, except as otherwise contemplated in this Agreement; (xx) not make or commit to make, and cause the Subsidiaries not to make or commit to make, any capital expenditures or issue any new “authorization for expenditure,” in either case in excess of Fifty Thousand Dollars ($50,000) or make or commit to make any individual operating expenditure in excess of Fifty Thousand Dollars ($50,000) without advance written consent of Buyer; or (xxi) not commit, and cause the Subsidiaries not to commit, to do any of the foregoing. Notwithstanding the foregoing, Buyer’s consent shall not be required for actions that the Company reasonably believes to be necessary or advisable to avert or reduce imminent danger to the life or health of any Person or Persons, to prevent or mitigate any imminent material violation of Environmental Laws, including any Release or threatened Release of Materials of Environmental Concern, or to prevent or mitigate any imminent loss of or damage to any material Facilities or other property of any Target Party and for which action or actions, time is of the essence. The Company shall notify Buyer promptly after taking any such action. (b) The Target Parties shall report periodically to Buyer regarding the status of their business, operations and financial condition, such reporting to include any changes in production, transportation or processing imbalances with respect to the Ownership Interests.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), neither the Company nor any Subsidiary has conductedSellers shall, or and shall cause Gravitas to, (x) conduct its business, other than their business in the ordinary course and of business consistent with past practice but taking into account Gravitas’ growth and expansion in the Company's projections provided to Buyer, including any new dispensaries; (y) use reasonable best efforts to maintain and such Subsidiary's prior practice. Without limiting preserve intact the generality current organization, business and franchise of Gravitas and to preserve the foregoingrights, except as described in Section 5.01 franchises, goodwill and relationships of the Disclosure Scheduleits employees, the Seller has caused customers, lenders, suppliers, regulators and shall others having business relationships with Gravitas and (z) not cause the Company and each Subsidiary or permit Gravitas to (i) continue their advertising and promotional activitiesdeclare, and pricing and purchasing policiesset aside, in accordance or pay any dividend or make any distribution with past practice; respect to its outstanding equity or redeem, purchase, or otherwise acquire any outstanding equity, or (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not otherwise engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected of the sort described in Section 4.17 above. Without limiting the foregoing, from the date hereof until the Closing Date, the Sellers shall: (a) prepare jointly with Buyer and submit a Notice of Transfer of Interest and related documentation to the Nevada Department of Taxation, and each party shall bear their own costs and expenses of preparing this notice; (b) cause Gravitas to preserve and maintain all of its Permits, including the Cannabis Licenses; (c) cause Gravitas to pay its debts, Taxes and other obligations when due; (d) cause Gravitas to maintain the properties and assets owned, operated or used by Gravitas in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) cause Gravitas to continue in full force and effect without modification all insurance policies identified in Section 4.13 of the Gravitas Disclosure Schedules, except as required by applicable Law; (f) cause Gravitas to defend and protect its properties and assets from infringement or usurpation; (g) cause Gravitas to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (h) cause Gravitas to maintain its books and records in accordance with past practice; (i) cause Gravitas to comply in all material respects with all applicable Laws; and (j) cause Gravitas not to take or permit any action that would cause any representation or warranty of the Seller changes, events, or conditions described in Section 4.17 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Initial Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of , in the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Management Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Investor (which consent shall not be unreasonably withheld, delayed or conditioned), the Company Parties shall, (1) conduct the Business of the Company in the Ordinary Course of Business; and (2) use commercially reasonable efforts to maintain and preserve intact the current organization, Business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the MSA Effective Date, the Company Parties shall, and subsequent to the MSA Effective Date until the Initial Closing the Company Parties shall, in accordance with the Management Agreement, use commercially reasonable efforts to assist Investor or Investor’s Affiliate to: (i) cause the Company to preserve, maintain and perform in compliance with all of its Permits; (ii) cause the Company to pay its debts, Taxes and other obligations when due; (iii) cause the Company to maintain the properties and assets owned, operated or used by the Company in substantially the same condition as they were on the Agreement Date, subject to reasonable wear and tear; (iv) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (v) cause the Company to defend and protect its properties and assets from infringement or usurpation; Material Contracts; (vi) cause the Company to perform all of its obligations under all (vii) cause the Company to maintain its books and records in accordance with past practice; (viii) cause the Company to comply in all material respects with all applicable Laws; (ix) except as required by any applicable Law, cause the Company to continue to operate all retail locations currently open and to use commercially reasonable efforts to timely open any additional retail locations scheduled to be opened within the next 12 months; and (x) except as required by any applicable Law, cause the Company to continue all growing, processing and manufacturing activities currently being undertaken by the Company. (b) From the Agreement Date until the Closing, the Company Parties shall cause the Company not to take or permit any of the following actions without Investor’s prior written consent, unless such actions are otherwise permitted and in accordance with the Management Agreement: (i) declare, set aside, or pay any dividend or make any distribution with respect to the equity of the Company or redeem, purchase, or otherwise acquire any of the equity of the Company; (ii) authorize for issuance, issue, sell, pledge, grant, encumber or deliver or agree or commit to issue, sell, pledge, grant, encumber or deliver any Equity Equivalents of the Company; (iii) amend or change any of the Company’s organizational documents; (iv) incur any material obligation or liability (individually or in the aggregate) other than for Transaction Expenses or incur any indebtedness for borrowed money, make any loans or advances, or assume, guarantee or endorse or otherwise become responsible for the obligations of any other Person; (v) (i) enter into any significant new line of business, or incur or commit to incur any capital expenditures or Liabilities in connection therewith or (ii) abandon or discontinue any significant existing lines of business; (vi) except as required by any applicable Law, apply for any new Permits pursuant to State and Local Cannabis Laws or abandon any pending applications for Permits applied for under State and Local Cannabis Laws; (vii) acquire any business whether by merger or consolidation, purchase of assets or equity securities or any other manner; (viii) any action that would cause any of the changes, events or conditions described in Section 3.6 to occur; or (ix) commit to do any of the foregoing referred to in clauses (i)–(viii).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except Except as set forth in Section 5.01 of the Disclosure Schedule, neither and except as contemplated by the Company nor any Subsidiary has conductedRestructuring Agreement, or between the date hereof and the Closing, Gentek Holdings and Gentek shall, and the Sellers shall cause Gentek Holdings and Gentek to, conduct its business, other than the Business in the ordinary course and consistent with the Company's and such Subsidiary's prior past practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, Gentek Holdings and Gentek (in each case except as contemplated by the Seller has caused Restructuring Agreement) shall each, and the Sellers shall cause the Company each of Gentek Holdings and each Subsidiary to Gentek to, (i) continue their its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their its payables or receivables; (iii) use their best commercially reasonable efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company its employees, and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their its current relationships with their its customers, suppliers and other Persons persons with which they have had it has significant business relationships; (iv) exercise, but only after notice to Purchaser and receipt of Purchaser's prior written consent (which consent shall not be unreasonably withheld), any rights of renewal pursuant to the terms of any of the Leases listed in Section 3.16 of the Disclosure Schedule which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller any Seller, Gentek Holdings or Gentek to be untrue or result in a breach of any covenant made by the Seller Sellers, Gentek Holdings or Gentek in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoingthat, except as described in Section 5.01 of the Disclosure ScheduleSchedule or as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing, the Seller has caused and shall cause the each Company and each Subsidiary to (i) continue their advertising and promotional activitiesto conduct its business in the Ordinary Course of Business in all material respects, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen use commercially reasonable efforts to preserve intact in all material respects the customary payment cycles for any business of their payables or receivables; the Companies (iii) comply in all material respects with all Laws applicable to either of the Companies for the period prior to the Closing, (iv) apply all applicable insurance proceeds towards the replacement or repair of any properties damaged or destroyed and (v) use their best commercially reasonable efforts to (A) preserve intact their maintain its goodwill and relationships with customers, vendors, distributors, landlords, creditors, licensors, licensees and any other Persons with whom it has a material business organizations relationship. Except as described in Section 5.01 of the Disclosure Schedule or as contemplated under this Agreement, the Seller covenants and agrees that, between the date of this Agreement and the business organization Closing, without the prior written consent of the BusinessPurchaser (not to be unreasonably withheld or delayed), neither Company will and the Seller will cause the Companies not to: (Ba) keep available to (i) issue, sell, grant or authorize the Purchaser the services issuance of, or redeem, purchase or acquire any, capital stock or other ownership interests, notes, bonds or other securities of the employees of the either Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained any Derivatives in respect of the same), or (ii) other than as expressly permitted in Section 2.04 and intercompany cash management activities in the Ordinary Course of Business, declare, set aside, make or pay any dividends or other distributions of cash on hand to the holders of its capital stock or other equity securities; (b) amend or restate its certificate of incorporation or bylaws (or similar organizational documents); (c) grant or announce any increase in, or acceleration of payment or vesting of, the salaries, bonuses or, on an aggregate basis, other benefits payable by it, to any of its employees, other than (i) as required by Law, (ii) pursuant to any plans, programs or agreements existing on the date of this Agreement (which shall include bonus programs of the Companies) or (iii) other increases in the Ordinary Course of Business and consistent with its past practices (which shall include increases due to promotions and normal periodic performance reviews and related compensation and benefit increases), as the case may be; (d) incur, assume, guarantee or otherwise become responsible for any Indebtedness (i) for borrowed money or (ii) in an aggregate amount exceeding $500,000; (e) make any acquisition (by merger, consolidation, or acquisition of stock or assets or otherwise) of any Person (or any division thereof), business, assets or securities, other than to the extent provided for in the capital expenditure budget provided to the Purchaser prior to the date hereof; (f) create any Encumbrances on any of their assets, tangible or intangible, other than Permitted Encumbrances; (g) excluding the sale, assignment or other transfer of computer equipment to customers on a pass through basis, sell, assign or transfer any of their tangible assets except for (i) any such assets having an aggregate value of less than $100,000 or (ii) having an aggregate value of less than $250,000 and sold in the Ordinary Course of Business; (h) make any (i) material change in any accounting method, principle or practice or any pricing, payment or credit practice or policy used by such Company, each Subsidiary and other than such changes required by GAAP or by Law or changes in pricing practices or policies made in the Ordinary Course of Business or (ii) material change in its policies or general practices relating to the rate or timing of its payment of trade payables or its collection of accounts receivable; (i) commence, settle or agree to settle any Action other than any settlement that (i) provides that any cash payment required pursuant to such settlement be paid prior to the Closing, (ii) does not contemplate or involve any covenant or other obligation of either Company on or after the Closing Date and (Diii) preserve their current relationships includes a full release of all claims against the Companies in respect of such Action; (j) terminate or close any facility, business or operation or transfer any employees of either of the Companies to an Affiliate of the Seller; (k) make a loan, advance or capital contribution to, or any other investment in, any other Person, other than loans of the type described in Section 3.09(c)(6) of the Disclosure Schedule and advances to employees and intercompany cash management activities with their customersits Affiliates, suppliers in each case, in the Ordinary Course of Business; (l) (i) other than as required by a Governmental Customer, waive or relinquish any material right under any Material Contract to or for the benefit of any other Person or (ii) revalue or reclassify any of its assets or liabilities related to the business of the Companies, including write up or write down the value of any of its assets, individually or in the aggregate, in an amount greater than $500,000; (i) amend, modify, accelerate, or, other than through its expiration, terminate, cancel or permit to lapse any Material Contract or any insurance policies covering either of the Companies, other than amendments and other Persons with which they have had significant business relationships; modifications in the Ordinary Course of Business or terminations for convenience by a Governmental Customer, or (ivii) not engage enter into, or permit either of the Companies to become subject to, any Material Contract that is outside the Ordinary Course of Business or (iii) enter into, or permit either of the Companies to become subject to any fixed price software development contract that involves payments to ViPS in excess of $500,000; (n) make or receive any practicepayment to or from, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause with, the Seller or any representation or warranty Affiliate of the Seller Seller, other than intercompany cash management activities in the Ordinary Course of Business; (o) grant any rights or interests (including any license or sublicense) to be untrue or result in a breach any other Person with respect to any Intellectual Property of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision either of the Chicago Stock Purchase AgreementCompanies, other than in the Aladdin Stock Purchase Agreement Ordinary Course of Business; (p) make or change any other material contract election, or settle or compromise any material liability in respect of Taxes, change any accounting method in respect of Taxes, file any amendment to an income Tax Return, enter into any closing agreement, or consent to any extension or waiver of the Business; and (vi) not commit limitation period applicable to any capital expenditures contractsclaim or assessment in respect of Taxes; or (q) agree to take any of the actions specified in Section 5.01(a)-(p), except to the extent set forth in explicitly required by the respective 2004 Budgets terms of this Agreement. Subject to this Section 5.01, prior to the BusinessClosing, without the prior consent Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control of and supervision over the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Companies and their operations.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise contemplated by this Agreement or consented to in Section 5.01 of writing by the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure SchedulePurchaser, the Seller has caused Sellers shall, and shall cause the Company to, (x) conduct the Company’s business in the Ordinary Course of Business; and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iiiy) use their best commercially reasonable efforts to (A) maintain and preserve intact their the current organization, business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees franchise of the Company and each Subsidiaryto preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Sellers shall: (Ca) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due; (c) cause the Company to maintain the properties and Assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and Assets from infringement or binders usurpation; (f) cause the Company to perform all of insurance currently maintained its obligations under all Material Contracts relating to or affecting its properties, Assets or business; (g) cause the Company to maintain its books and records in respect accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; (i) cause the Company to not violate any Material Contracts; (j) cause the Company not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.07 to occur; and (k) shall not, and shall cause the Company not to, without the Purchaser’s prior written consent (i) amend any Organizational Document of the Company except in the Ordinary Course of Business, (ii) issue any equity (or equity-based awards), (iii) pay any dividends or distributions to its shareholders, (iv) redeem any equity, (v) incur any Indebtedness for borrowed money, (vi) enter into or amend any Material Contract, (vii) change or enter into any new compensation or fringe benefit arrangement with any present or former employee, director, consultant or other individual service provider of the Company, each Subsidiary and the Business and (Dviii) preserve their current relationships with their customersgrant any severance or termination pay to any present or former employee, suppliers and director, consultant or other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty individual service provider of the Seller Company, (ix) loan or advance any money or other property to be untrue any present or result former employee, director, consultant or other individual service provider of the Company (other than Permitted Loans and Advances made in a breach the Ordinary Course of any covenant made by the Seller in this AgreementBusiness); or (vx) not establish, adopt, enter into, amend or waive terminate any provision Company Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Employee Plan if it were in existence as of the Chicago Stock Purchase Agreementdate of this Agreement that would affect any present or former employee, the Aladdin Stock Purchase Agreement director, consultant or any other material contract individual service provider of the Business; and (vi) not commit to any capital expenditures contracts, except to Company or the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed Company’s obligations or conditioned)liabilities.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from the date of the Original Agreement Atlantic Closing Date to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Date, except as set forth described in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has and its Subsidiaries have not conducted, or and shall conduct its businessnot conduct, their business other than in the ordinary course and consistent with the Company's and such or the Subsidiary's 's, as the case may be, practice prior practiceto the Atlantic Closing Date, except with the prior consent of the Purchaser. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller under Article III hereof to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Atlantic Stock Purchase Agreement or the General Aviation Agreement; (vi) not commit to any other material contract capital expenditures contracts with respect to Atlantic of a value in excess of $500,000, except to the Businessextent set forth in its 2004 Budget dated December 10, 2003; and (vi) not commit to any capital expenditures contractscontracts with respect to General Aviation of a value in excess of $100,000, except to the extent set forth in its 2004 Budget, as delivered to the respective 2004 Budgets of the BusinessSeller on April 1, 2004, in each case without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, the Company and the Subsidiaries are hereby expressly permitted to enter into and consummate the transactions related to the Debt, subject to Section 8.02(i).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement, neither required by applicable Law or any Accrediting Body or other Educational Agency, or consented to in writing by Newco (which consent shall not be unreasonably conditioned, withheld or delayed), the Company nor any Subsidiary has conducted, or shall (x) conduct its business, other than the Business in the ordinary course and of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the Company's rights, franchises, goodwill and such Subsidiary's prior practicerelationships of its employees, students, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the generality foregoing, from the date hereof until the Closing Date, the Company shall: (a) preserve and maintain all Permits required for the conduct of the foregoing, except Business as described in Section 5.01 currently conducted or the ownership and use of the Disclosure SchedulePurchased Assets; (b) pay the debts, Taxes and other obligations of the Seller has caused and shall cause the Company and each Subsidiary to Business when due; (ic) continue their advertising and promotional activities, and pricing and purchasing policies, to collect Accounts Receivable included in accordance the Current Assets in a manner consistent with past practice; ; (iid) not shorten or lengthen maintain the customary payment cycles for any properties and assets included in the Purchased Assets in the same condition as they were on the date of their payables or receivables; this Agreement, subject to reasonable wear and tear; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Ce) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or binders usurpation; (g) perform all of insurance currently maintained its obligations under all Assigned Contracts; (h) maintain the Books and Records in respect accordance with past practice, except that its financial statements shall be prepared in accordance with GAAP; (i) comply in all material respects with all Laws applicable to the conduct of the Company, each Subsidiary Business or the ownership and use of the Business and Purchased Assets; and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivj) not engage in any practice, take any action, fail to take or permit any action which, if taken or enter into any transaction which could reasonably permitted prior to the date hereof, would have been required to be expected to cause any representation or warranty listed on Section 3.06 of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Disclosure Schedules.

Conduct of Business Prior to the Closing. The Seller covenants Except as expressly contemplated by this Agreement (including without limitation the Pre-Closing Restructuring Transactions (defined below), the Closing Transactions and agrees that from the date other transactions described as conditions to the consummation of the Original transactions contemplated by this Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Periodspecified in Article VI hereof), except as set forth in Section 5.01 5.1 of the Disclosure ScheduleSchedule or with the prior written consent of Buyer (not to be unreasonably withheld or delayed), neither during the period from the date of this Agreement to the Closing, PFG and PLAC will cause each PennLife Company nor any Subsidiary has conductedto, or shall PFG and SFC will cause each ConLife Company and Services to, and PFG will cause each PFI Company and PCFS to, conduct its businessbusiness and operations according to its ordinary and usual course of business and will use all reasonable efforts consistent therewith to preserve intact and, other than as applicable, maintain in good repair its properties, assets and business organizations, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with policyholders, agents and regulators, in each case in the ordinary course and consistent with the Company's and such Subsidiary's prior practiceof business. Without limiting the generality of the foregoing, and except as described otherwise provided in this Agreement and as set forth in Section 5.01 5.1 of the Disclosure Schedule or with the prior written consent of Buyer (not to be unreasonably withheld or delayed), prior to the Closing, PFG and PLAC will not permit any of the PennLife Companies to, PFG and SFC will not permit any of the ConLife Companies or Services to, and PFG will not permit any of the PFI Companies or PCFS to: (a) propose or adopt any amendment to its Certificate or Articles of Incorporation or Bylaws (or similar organizational documents); (b) except in the ordinary course of business, incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse the obligations of any other Person except for obligations of its Subsidiaries; (i) adopt any new Benefit Plan (including any stock option, stock benefit or stock purchase plan) or amend any existing Benefit Plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law or (ii) increase in any manner the rate or terms of compensation of any of its directors, officers, agents or employees, except such increases as are granted in the ordinary course of business consistent with past practice, or enter into any employment, severance or collective bargaining agreement; (d) enter into any agreement with any officer, director, employee, general agent or sales agent of the Companies, Services or PCFS pursuant to which such Persons will be entitled to receive from any Company any Transaction Bonus; (i) sell, transfer or otherwise dispose of any of its property or assets (not including those assets constituting investment securities of the Companies, which are the subject of paragraph (f) below) other than in the ordinary course consistent with past practices and, in any event, if the value of such properties or assets would, individually or in the aggregate, exceed $500,000 or (ii) mortgage or encumber any of its property or assets; (f) except in the ordinary course consistent with past practices, sell, transfer or otherwise dispose of any securities in the Companies' investment portfolios; (g) enter into or terminate any other material agreements, commitments or contracts, except agreements, commitments or contracts made or terminated in the ordinary course of business; (i) split, combine or reclassify the Shares, (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to the Shares, other than those dividends or distributions set forth in Section 5.1(h) of the Disclosure Schedule, (iii) issue, sell or pledge, or authorize or propose the Seller has caused and shall cause issuance, sale or pledge of any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, the Company and each Subsidiary to Shares or any of its capital stock, or (iv) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (i) continue their advertising and promotional activities, and pricing and purchasing policies, except in accordance the ordinary course of business or with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts respect to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available capital projects approved prior to the Purchaser the services of the employees of the Company and each Subsidiarydate hereof, enter into any agreement or commitment involving an aggregate capital expenditure or commitment exceeding $100,000; (Cj) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or that would intentionally result in a breach of the representations and warranties contained in Article III of this Agreement; (k) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (l) materially change any covenant made of the tax or financial accounting methods or practices used by it unless required by GAAP, SAP or applicable law; (m) settle or compromise any claim (including arbitration) or litigation, which after insurance reimbursement involves an amount in excess of $250,000 or otherwise is material to the Company involved or the Companies taken as a whole; (n) file any amended Tax Return or settle or compromise any claim relating to Taxes; (o) make any payment, loan or advance of any amount to or in respect of, or engage in the sale, transfer or lease of any of its property or assets to, or enter into any contract with, any affiliate (other than those dividends or distributions set forth in Section 5.1(h) of the Disclosure Schedule or pursuant to arrangements already in place prior to the date hereof and described in Section 3.25 of the Disclosure Schedule); (p) amend the terms of or terminate any (i) Material Contracts or Reinsurance Agreements (other than an extension of the terms, or termination in accordance with the scheduled termination, of such Material Contract or Reinsurance Agreements expressly required by their terms) or (ii) contracts, agreements or 50 arrangements with any affiliate to cause any change in the cost, services being provided, or term of any such agreements, other than as specifically contemplated by this Agreement; (q) enter into or renew (other than a renewal of such contract expressly required by the Seller terms of such contract) any contract that would be considered a Material Contract or Reinsurance Agreement (including any contracts, agreements or arrangements with any affiliates); (r) engage in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or transaction with any other material contract of the Business; and (vi) not commit to any capital expenditures contractsaffiliate, except to the extent set forth provided in the respective 2004 Budgets this Agreement; or (s) agree to take any of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)foregoing actions.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), neither the Company nor any Subsidiary has conductedSellers shall, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to, (x) conduct the business of the Company and each Subsidiary in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and each Subsidiary and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and each Subsidiary. Without limiting the foregoing, from the date hereof until the Closing Date, Sellers shall: (ia) continue their advertising cause the Company and promotional activitieseach Subsidiary to preserve and maintain all of its Permits; (b) cause the Company and each Subsidiary to generally pay its debts, Taxes and pricing and purchasing policies, other obligations when due to the extent it did so in accordance with past practice; , it being recognized that the Interim Balance Sheet includes certain liabilities and payables that were not paid when due; (iic) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of cause the Company and each SubsidiarySubsidiary to maintain the properties and assets owned, operated or used by the Company and each Subsidiary in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (Cd) cause the Company and each Subsidiary to continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) cause the Company and each Subsidiary to defend and protect its properties and assets from infringement or binders usurpation; (f) cause the Company and each Subsidiary to perform all of insurance currently maintained its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company and each Subsidiary to maintain its books and records in respect accordance with past practice; (h) cause the Company and each Subsidiary to comply in all material respects with all applicable Laws; and (i) cause the Company and each Subsidiary not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customersevents, suppliers and other Persons with which they have had significant business relationships; (iv) not engage or conditions described in any practice, take any action, fail Section 3.08 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date hereof and continuing until the earlier of the Original termination of this Agreement to in accordance with Section 8.01 or the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement, neither consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), or required by applicable Law, the Company nor any Subsidiary has conducted, or Holders shall cause the Company to: (x) conduct its business, other than businesses in the ordinary course of business consistent with past practice; and consistent (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company, and to preserve the rights, franchises, goodwill and relationships of its executive-level Employees, customers, lenders, suppliers, regulators and others having business relationships with the Company's and such Subsidiary's prior practice. Without limiting the generality of foregoing, from the foregoingdate hereof until the Closing Date, except as described otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement, consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), or required by applicable Law, the Seller has caused and Company Holders shall use commercially reasonable efforts to cause the Company and each Subsidiary to to: (i) continue their advertising preserve and promotional activities, and pricing and purchasing policies, in accordance with past practice; maintain all of its Permits; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; pay its debts, Taxes and other obligations when due; (iii) use their best efforts to (A) preserve intact their business organizations maintain the properties and the business organization of the Businessassets owned, (B) keep available to the Purchaser the services of the employees of operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and each Subsidiary, tear; (Civ) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (v) defend and protect its properties and assets from infringement or binders usurpation; (vi) perform all of insurance currently maintained its obligations under all Contracts relating to or affecting its properties, assets or business; (vii) maintain its books and records in respect accordance with past practice; (viii) comply in all material respects with all applicable Laws; (ix) preserve, maintain and comply in all material respects with the terms of its Company Benefit Plans; and (x) not enter into any Contract that would constitute a Material Contract or amend or waive any condition under any Material Contract. (b) During the period from the date of this Agreement and continuing until the earlier of the Companytermination of this Agreement in accordance with Section 8.01 or the Closing, each Subsidiary and except as otherwise provided in this Agreement, consented to in writing by the Business and Sellers Representative (Dsuch consent not to be unreasonably withheld, conditioned, or delayed), or required by applicable Law, Buyer shall not (i) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, or fail to take any action or enter into any transaction which could action, in either case, that would reasonably be expected to cause result in any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent conditions set forth in Article VI to not be satisfied, (ii) take any action, or fail to take any action, in either case the respective 2004 Budgets result of which would reasonably be expected to materially and adversely impair or materially delay the consummation of the Businesstransactions contemplated by this Agreement, without the prior consent or (iii) enter into any contract to do any of the Purchaser foregoing. (which consent shall not be unreasonably withheldc) Nothing contained in this Agreement is intended to give Buyer, delayed directly or conditioned)indirectly, the right to control or direct the Company’s operations prior to the Closing.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from Between the date of the Original Agreement to hereof and the Closing Date (orDate, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or Sellers shall conduct its business, other than the Business in the ordinary course and consistent with the Company's and such Subsidiary's prior practiceOrdinary Course of Business. Without limiting the generality of the foregoing, without Buyer’s prior consent, the Sellers shall: (a) except as described in Section 5.01 required by Law or GAAP, not change any of the Disclosure ScheduleCompanies’ or the Business’ accounting or financial reporting methods, principles or practices; (b) not change or amend the Seller has caused and shall cause the Company and each Subsidiary to articles of incorporation, bylaws or other Organizational Document of any Company; (ic) continue their advertising and promotional activities, and pricing and purchasing policies, policies in accordance with the past practice; practice of the Business; (iid) not shorten or lengthen the customary payment cycles for any of their its payables or receivables; Receivables; (iiie) use their best efforts commercially reasonable efforts, without making any commitments on behalf of Buyer, to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser Buyer the services of the management and employees of the Company and each SubsidiaryCompanies, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the CompanyBusiness, each Subsidiary and the Business and (D) preserve their the each Company’s current relationships with their its customers, suppliers and other Persons with which they have had it has significant business relationships; ; (ivf) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to would cause any representation or warranty of the Seller Shareholders or the Companies in this Agreement to be untrue or result in a material breach of any covenant made by the Seller Shareholders or the Companies in this Agreement; ; (vg) not amend transfer to any Shareholder by way of dividend, distribution or waive otherwise any provision amounts; (h) maintain in full force and effect all insurance policies set forth on Schedule 3.10 or an equivalent replacement policy; (i) refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will cause a breach of any Material Contract or which will have a Material Adverse Effect; (j) furnish to Buyer within 15 days after the Chicago Stock Purchase Agreementend of a fiscal month unaudited financial statements for the Companies for such period in the same form as delivered to Buyer with respect to the Business for the prior months of 2009; (k) not merge or consolidate with any Person or engage in any other transaction involving the Companies, the Aladdin Stock Purchase Agreement Business or any other material contract asset of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, Company without the prior written consent of Buyer; (l) promptly notify Buyer of any event which will have a Material Adverse Effect; (m) not enter into, or become obligated under, any lease, contract, agreement or commitment except for any lease, contract, agreement or commitment involving a payment by the Purchaser Companies of less than $10,000 which is entered into in the Ordinary Course of Business; and (which consent shall n) not be unreasonably withheldchange, delayed amend or conditioned)terminate or otherwise modify any lease, contract, agreement or commitment, unless such change, amendment or termination is entered into in the Ordinary Course of Business and would not have a Material Adverse Effect.

Conduct of Business Prior to the Closing. (a) The Seller Company hereby covenants and agrees that from that, during the period commencing on the date of this Agreement and ending at the Original Effective Time or such earlier date as this Agreement to may be terminated in accordance with its terms (the “Pre-Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period”), except as expressly provided in this Agreement, as set forth in Section 5.01 5.1 of the Company Disclosure ScheduleLetter or as consented to in writing by Parent, neither the Company nor shall, and shall cause its Subsidiaries to, (i) operate its business in the ordinary course of business in all material respects and (ii) use its commercially reasonable efforts to (A) preserve intact in all material respects the Business, the relationships of the Company with customers, suppliers and others having business dealings with the Company in a manner consistent with past practice and (B) keep available the services of its Senior Employees. (b) The Company hereby covenants and agrees that, during the Pre‑Closing Period, except as expressly provided in this Agreement, the termination, cancellation or amendment of the Contracts listed on Part II of Section 3.5 of the Company Disclosure Letter, as set forth in Section 5.1 of the Company Disclosure Letter or as consented to in writing by Parent, it shall not, and shall cause its Subsidiaries not to: (i) amend or restate the Company Organizational Documents or the Subsidiaries’ Organizational Documents; (ii) issue, redeem, repurchase, recapitalize, sell, pledge, encumber, split, combine, subdivide, reclassify, purchase or otherwise acquire, in each case, directly or indirectly, any Subsidiary has conductedshares of any class of its capital stock or any options, warrants, calls or other similar rights to acquire, or shall conduct other securities convertible into or exchangeable or exercisable for, any such shares of such capital stock, except upon the exercise of a Company Option; (iii) sell, lease, transfer, convey or incur any Lien on any of its businessmaterial assets, except in the ordinary course of business consistent with past practice; (iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except as required under the Company Organizational Documents; (v) (A) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any assets (other than assets purchased under ordinary course agreements with suppliers); (B) incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or grant any security interest in any of its assets that, in each case, cannot be repaid in full at the Effective Time using a portion of the Purchase Price pursuant to Section 2.13(a)(i); or (C) enter into or amend any contract, agreement, commitment or arrangement with respect to any restricted matter or action set forth in this Section 5.1(b)(v); (vi) amend, modify in any material respect, assign, cancel or consent to the termination of any Material Contract, or amend, modify in any material respect, assign, waive or consent to the termination of any material rights of the Company thereunder, in each case, other than in the ordinary course and of business consistent with past practice; (vii) except (A) (1) Contracts that are entered into in the Company's ordinary course of business consistent with past practice excluding any Contracts that would be required to be disclosed pursuant to Section 3.16(a)(ii), (iii), (vii), (viii), (ix), or (xii) if entered into on or before the date hereof and such Subsidiary's prior practice. Without limiting (2) Contracts that are entered into in the generality ordinary course of business consistent with past practice after the date which is forty-five (45) days after the date hereof that would be required to be disclosed pursuant to Section 3.16(a)(i), (iv), (v), (vi), (x), (xi) or (xiii) if entered into on or before the date hereof, and (B) for Contracts entered into in connection with the matters disclosed in Section 5.1 of the foregoingCompany Disclosure Letter, enter into any Contract that, if entered into on or before the date hereof, would be required to be set forth on Section 3.16(a)(i) through (xiv) of the Company Disclosure Letter (replacing, for the purposes of Section 3.16(a)(i), the reference to December 31, 2014 with a reference to December 31, 2015 and disregarding, for the purposes of Section 3.16(a)(viii), the limitation that only Contracts entered in the calendar year preceding the date of this Agreement shall be disclosed); (viii) make any changes in accounting methods, principles or practices, except as described required by GAAP or applicable Law; (ix) except as required by applicable Law or any Company Plan in Section 5.01 existence as of the Disclosure Scheduledate of this Agreement, the Seller has caused and shall cause the Company and each Subsidiary to (A) hire any additional employees except (i) continue their advertising and promotional activities, and pricing and purchasing policies, to fill current vacancies or vacancies arising after the date of this Agreement due to the termination of any employee’s employment or (ii) in accordance the ordinary course of business consistent with past practice; (iiB) increase the base salary or other compensation or remuneration payable to any Service Provider, other than with respect to non‑Senior Employees in the ordinary course of business consistent with past practice; (C) grant any retention, severance or termination pay to, or enter into or amend any employment, bonus, change of control or severance agreement with, any Service Provider (other than the payment of severance or other termination benefits to or repurchase of equity-based awards from non-Senior Employees in the ordinary course of business consistent with past practice); (D) establish, adopt, enter into, materially amend or terminate any Company Plan; (E) increase benefits payable under any existing severance or termination pay policies with any director or employee; or (F) grant or award any equity or equity‑based compensation to any Service Provider, other than with respect to non‑Senior employees in the ordinary course of business consistent with past practice; (x) make or change any Tax election, settle or compromise any Tax liability, agree to an extension of the statute of limitations with respect to the assessment or determination of Taxes, make any change in Tax accounting methods, file any amended Tax Return, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund; (xi) (A) abandon, disclaim, dedicate to the public, sell, assign or grant any security interest in, to or under any material Owned Intellectual Property, including failing to perform or cause to be performed all applicable filings, recordings and other acts, or to pay or cause to be paid all required fees and Taxes, to maintain and protect its interest in the material Registered Owned Intellectual Property, (B) grant to any third party any license, or enter into any covenant not shorten to xxx, with respect to any Owned Intellectual Property, except in the ordinary course of business consistent with past practice, (C) develop, create or lengthen the customary payment cycles for invent any Intellectual Property jointly with any third party, (D) disclose or allow to be disclosed any of their payables the Company’s or receivablesany Company Subsidiary’s confidential information, including confidential Company Intellectual Property, to any person, other than employees of the Company or the Company Subsidiaries and third parties pursuant to subsection (B) herein, in each case, that are subject to a valid and enforceable confidentiality or non-disclosure agreement protecting against further disclosure thereof, or (E) fail to (1) notify Parent promptly of any infringement, misappropriation or other violation of, or conflict with, any Company Intellectual Property of which the Company becomes aware or (2) consult with Parent regarding the actions (if any) to take to protect such Company Intellectual Property; (xii) waive any claims or rights of material value, or abandon, disclaim, assign, sell, transfer or grant any security interest in, to or under material assets of the Company or its Subsidiaries; (xiii) (A) enter into any settlement agreement with respect to any lawsuit comprising the Class Action Litigation or (B) enter into any settlement agreement (other than in the ordinary course of business consistent with past practice) with respect to any other claim, or waive or discharge any such claim, relating to or arising from the operation of the business of the Company or its Subsidiaries; (xiv) fail to maintain (with insurance companies substantially as financially responsible as its existing insurers) insurance in at least such amounts and against at least such risks and losses as are consistent with the past practice of the Company and its Subsidiaries; (xv) mortgage, pledge or subject to any Lien any of its properties or assets, except for (A) Permitted Liens and (B) in the ordinary course of business consistent with past practice of the Company and its Subsidiaries; provided that, in the case of clause (iiiB), such Liens shall be released at or prior to Closing; (xvi) use their best efforts take any actions or omit to take any actions that would or would be reasonably likely to (A) preserve intact their business organizations and the business organization result in any of the Businessconditions set forth in Article VII not being satisfied, (B) keep available to result in new or additional required approvals from any Governmental Authority in connection with the Purchaser Transactions that would materially delay the services consummation of the employees of the Company and each SubsidiaryTransactions, or (C) continue materially impair, interfere with, hinder or delay the ability of Parent, Merger Sub or the Company to consummate the Transactions in full force and effect without material modification all existing policies or binders accordance with the terms of insurance currently maintained in respect of the Companythis Agreement; or (xvii) announce an intention, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected formal or informal agreement or otherwise make a commitment, to cause do any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)foregoing.

Conduct of Business Prior to the Closing. The (a) Seller covenants and agrees that that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Schedule 5.1 or (iii) with the prior written consent of Buyer, from the date hereof to Closing, (A) the business of each of the Original Agreement Company and its Subsidiaries (and the maintenance of their respective books, accounts and records, inventory levels) shall be conducted only in the ordinary course of business and in compliance with all Laws, Environmental Laws, Permits and Environmental Permits, (B) the obligations of each of the Company and its Subsidiaries shall be paid or performed when due, (C) to use its commercially reasonable efforts to cause the present business organization and business relationships and customer relationships of each of the Company and its Subsidiaries to be preserved and their respective rights and operations to be maintained, (D) each of the Company and its Subsidiaries shall continue to make such capital expenditures pertaining to the Closing Date business of the Company and its Subsidiaries as are reasonably consistent with the capital expenditure budget of the Company and its Subsidiaries attached hereto as Schedule 5.1(a)(D) (orthe "Capital Expenditure Budget") and the past practice of the Company, (E) each of the Company and its Subsidiaries shall use reasonable efforts to retain the services of their respective officers and key employees and maintain relationships with their respective officers and key employees, (F) each of the Company and its Subsidiaries shall use reasonable efforts to maintain and keep their properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, (G) each of the Company and its Subsidiaries shall use reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained and (H) each of the Company and its Subsidiaries shall collect their receivables only in the ordinary course of business and in the same manner as previously collected. (i) None of the Company or any of its Subsidiaries shall amend its organizational documents; (ii) None of the Company or any of its Subsidiaries shall (A) declare, set aside, make or pay any dividend or other distribution payable in cash, shares or property with respect to the Aladdin Company's share capital or that of its Subsidiaries, during except that a Subsidiary of the Relevant Period)Company may declare and pay a dividend or make advances to the company that directly wholly owns such Subsidiary (provided that such company that directly wholly owns such Subsidiary is directly wholly-owned by a Subsidiary of the Company) or the Company (and, except provided, however, that the Company and any of its Subsidiaries shall have the right to make dividends to Seller as set forth in Section 5.01 Schedule 5.1(b)(ii)); (B) redeem, purchase or otherwise acquire directly or indirectly any of the Disclosure Schedule, neither Company's or any of its Subsidiaries' shares (including the Shares) or other ownership interests of the Company nor or any Subsidiary has conductedof its Subsidiaries; (C) issue, transfer, sell, pledge, dispose of or encumber any shares (including the Shares) or other ownership interests of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares (including the Shares) or other ownership interests of shares of any class of the Company or any of its Subsidiaries; or (D) split, recapitalize, combine or reclassify the capitalization of the Company or any of its Subsidiaries; (iii) None of Seller, the Company, any of the Company's Subsidiaries or any of their respective Affiliates shall conduct (A) adopt, establish, enter into any new employee benefit plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence on the date of this Agreement or amend or terminate any Company Benefit Plan, except for changes required by applicable Law, (B) increase or introduce any compensation, bonus, incentive or fringe benefit of, or enter into or amend any employment, severance, retrenchment, redundancy, termination or similar agreement or arrangement with any of its businessformer, other than present or future employees, officers, directors or consultants, except for normal increases in base salary in the ordinary course of business and the payment of cash bonuses to employees pursuant to and consistent with existing plans or programs to the Company's extent such increases or bonuses are accrued and such Subsidiary's prior practice. Without limiting the generality set forth in Schedule 5.1(b)(iii); (C) loan or advance any money or other property to any present or former director, officer, employee or consultant, or (D) grant any equity or equity-based awards; (iv) None of the foregoingCompany or any of its Subsidiaries shall acquire, sell, lease or dispose of any material assets of the Company or any of its Subsidiaries, except as described may be expressly contemplated by this Agreement and except for the purchase and sale of inventory in Section 5.01 the ordinary course of business; (v) None of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to or any of its Subsidiaries (as applicable) shall: (i) continue their advertising and promotional activities, and pricing and purchasing policies, incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit in accordance the ordinary course of business consistent with past practice; (ii) not shorten assume, guarantee, endorse or lengthen otherwise become liable or responsible (whether directly, contingently or otherwise) for the customary payment cycles for obligations of any other Person except in the ordinary and usual course of their payables or receivablesbusiness consistent with past practice in an immaterial amount; (iii) use their best efforts make any loans, advances or capital contributions to, or investments in, any other Person other than in the ordinary and usual course of business consistent with past practice and that shall not exceed US$100,000 individually or US$500,000 in the aggregate; or (iv) mortgage, pledge sell, transfer, dispose of or otherwise subject to any Encumbrance any of its material assets, tangible or intangible, or create any Encumbrance of any kind with respect to any such asset; provided, however, that notwithstanding anything to the contrary set forth herein, each of the Company and its Subsidiaries shall have the right to repay or obtain forgiveness of the debt obligations set forth in Schedule 5.1(b)(v); (vi) None of the Company or any of its Subsidiaries shall acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein or extend any credit to or purchase any debt obligation of any Person; (vii) None of the Company or any of its Subsidiaries shall adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (viii) None of the Company or any of its Subsidiaries shall change any of the accounting methods, policies or practices used by it unless in the determination of the Company's independent accountants such change is required by Australian Accounting Standards; (ix) Except with the prior written consent of the Buyer or Peabody, which consent shall not be unreasonably withheld or delayed, none of the Company or any of its Subsidiaries shall (A) preserve intact their business organizations and the business organization of the Businesselect to form a consolidated group for income tax purposes or a GST group, (B) keep available make any Tax election or take any position on any Tax Return filed on or after the date of this Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar returns in prior periods and provided that if Seller reasonably determines that it is required by Law to prepare any Tax Return in a manner inconsistent with the Purchaser the services last previous similar Tax Return, then Seller shall so notify Peabody and Buyer and Seller shall be entitled to take such inconsistent position, unless Peabody or Buyer disagrees with Seller's determination of the employees application of the Law and to adopt Seller's determination could have an adverse effect on Peabody, Buyer, the Company or any of its Subsidiaries in respect of a period ending after Closing, in which case, Seller may refer the matter to an Expert to make a decision on the disagreement as soon as practicable after receiving any submissions from Buyer and each SubsidiarySeller, and the decision of the Expert will be conclusive and binding on both Parties in the absence of manifest error, (C) continue in full force enter into any settlement or compromise of any Tax liability to the extent there could be an adverse effect to Peabody, Buyer, the Company or any of their Subsidiaries, (D) file any amended Tax Return with respect to any Tax to the extent there could be an adverse effect to Peabody, Buyer, the Company or any of their Subsidiaries, (E) change any annual Tax accounting period, (F) enter into any closing agreement relating to any Tax to the extent there could be an adverse effect to Peabody, Buyer, the Company or any of their Subsidiaries or (G) surrender any right to claim a Tax refund to the extent there could be an adverse effect to Peabody, Buyer, the Company or any of their Subsidiaries (and for the purposes of this paragraph (ix) an adverse effect without material modification all existing policies will be deemed to include a situation where the Company or binders any of insurance currently maintained its Subsidiaries becomes liable for Tax in respect of the Company, each Subsidiary and the Business and a Pre-Closing Tax Period or Straddle Period for which Peabody or Buyer is not wholly indemnified under Section 5.3); (Dx) preserve their current relationships Except with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior written consent of the Purchaser (Buyer, which consent shall not be unreasonably withheld, delayed none of the Company or conditionedany of its Subsidiaries shall enter into any contract, agreement or understanding that, if in existence on the date hereof, would constitute a Material Contract or change, waive or otherwise modify or terminate any Material Contract; provided that the Company and its Subsidiaries shall be permitted to enter into new contracts for the supply of coal or agree to changes or modifications to existing agreements for the supply of coal to the extent such new contracts are made, or such changes or modifications are of a nature that are in, the ordinary course of business and are not materially adverse to the Company or any of its Subsidiaries; (xi) None of the Company or any of its Subsidiaries shall (A) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or (B) waive, release or transfer any rights of material value, in each case of (A) or (B), other than in the ordinary course of business; (xii) None of the Company or any of its Subsidiaries shall settle or compromise any action, claim, case, litigation, proceeding or investigation by or before any Governmental Authority or arbitration tribunal (whether or not commenced prior to the date of this Agreement) other than any settlement or compromise relating to any matter (other than a matter relating to or affecting Tax) that involves a non-material monetary payment or a non-monetary obligation or restriction that does not restrict or adversely affect in any manner the conduct of the business or operation of the Company or any of its Subsidiaries; (xiii) None of the Company or any of its Subsidiaries shall enter into any new line of business in which the Company and its Subsidiaries is not engaged as of the date hereof; (xiv) None of the Company or any of its Subsidiaries shall enter into any transaction, agreement or arrangement with Seller or any of Seller's Affiliates (other than the Company or any of its Subsidiaries); (xv) Except (i) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, or (ii) where such expenditure is required in the best interest of the Company (in the reasonable judgment of Seller) in cases where time is of the essence in order to respond to events adversely affecting the Company's operations not foreseen in the Capital Expenditure Budget, and which such expenditures do not exceed US$100,000 individually or US$500,000 in the aggregate, and prompt notice of such expenditure is given to Buyer, none of the Company or any of its Subsidiaries shall incur or commit to make capital expenditures, other than in accordance with the Capital Expenditure Budget; and (xvi) None of the Company or any of its Subsidiaries shall authorize or enter into an agreement or commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Seller shall, and shall cause the Management Companies and their respective Property Companies (together, the “Subsidiaries”) to, (x) conduct the business of the Subsidiaries in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with such Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, the Seller shall: (a) cause its Subsidiaries to preserve and maintain all of their permits; (b) cause its Subsidiaries to pay their debts, taxes and other obligations when due; (c) cause its Subsidiaries to maintain the properties and assets owned, operated or used by such Subsidiaries in the same condition as they were on the date of this Agreement; (d) cause the Subsidiaries to continue in full force and effect without modification all insurance policies, except as required by applicable law; (e) cause its Subsidiaries to defend and protect their properties and assets from infringement or usurpation; (f) cause its Subsidiaries to perform all of their obligations under all contracts relating to or affecting their properties, assets or business; (g) cause its Subsidiaries to maintain their books and records in accordance with past practice; and (h) cause its Subsidiaries to comply in all material respects with all applicable laws.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall, (x) conduct its business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current organization, business and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, landlords, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall: (a) Not cancel or forfeit the License or other Permit or take any action or fail to take any action with the purpose or having the effect of causing the License or other Permit not to be in full force and effect; (b) Pay its debts, Taxes and other obligations when due; (c) Maintain the properties and assets, including, without limitation, all Real Property and equipment, owned, operated, leased or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear, and maintain the inventory of the Company in a manner so as to avoid spillage, breakage or other waste outside the ordinary course of business; (d) Continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) Defend and protect its properties and assets (including, without limitation, their Intellectual Property) from infringement or usurpation; (f) Perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) Maintain its books and records in accordance with past practice; (h) Comply in all material respects with all applicable Laws; (i) Not create, incur permit, allow or take any action to create any Encumbrance on any of its assets other than Permitted Encumbrances; (j) Not enter into any Contract (including any Lease) that would be required to be set forth in Section 3.06 of the Disclosure Schedules without the prior written consent of Buyer; (k) Not waive, release, assign, cancel compromise, settle, or offer or propose to settle, any Action; (l) Not take or permit any action that would cause any of the changes, events or conditions described in this Section 5.01 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement or consented to in writing by Buyer, neither the Company nor any Subsidiary has conductedshall, or and Sellers shall cause the Company to, conduct its business, other than the Business diligently and in the ordinary course Ordinary Course of Business and consistent use reasonable best efforts to maintain and preserve intact their current organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of from the Disclosure Scheduledate hereof until the Closing Date, the Seller has caused Company shall, and Sellers shall cause the Company to: (a) preserve and each Subsidiary to maintain all Permits required for the conduct of the Business as currently conducted; (ib) pay debts, Taxes and other obligations when due; (c) continue their advertising to collect accounts receivable and promotional activities, and pricing and purchasing policies, pay accounts payable in accordance a manner consistent with past practice; , without discounting accounts receivable; (iid) not shorten or lengthen maintain their properties and assets in the customary payment cycles for any same condition as they were on the date of their payables or receivables; this Agreement, subject to reasonable wear and tear; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Ce) continue in full force and effect without material modification all existing policies insurance policies; (f) defend and protect their properties and assets from infringement or binders usurpation; (g) perform all of insurance currently maintained their obligations under all Contracts; (h) maintain their books and records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of their properties and other assets; (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 2.6 to occur; (k) not waive any statute of limitations in respect of Taxes or execute or file with any Governmental Authority any agreement extending the Company, each Subsidiary and the Business and period of assessment or collection of any Taxes; (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivl) not engage in change any practice, take any action, fail to take any action or method of accounting for Tax purposes; (m) not adopt a taxable year other than the calendar year; (n) not enter into any transaction which “closing agreement,” as described in Code Section 7121 (or any corresponding provision of state, local or foreign Tax Law); (o) not make any payments, become obligated to make any payments, or become a party to any plan, program or agreement that could reasonably obligate any of them to make any payments, separately or in the aggregate, that would (i) not be expected to cause any representation fully deductible under Code Section 280G or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this AgreementCode Section 162(m) or; (vii) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Businessconstitute a nonqualified deferred compensation plan subject to Code Section 409A; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned).and

Conduct of Business Prior to the Closing. (a) The Seller Company covenants and agrees that from that, except as expressly required by this Agreement (including in connection with the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant PeriodRestructuring Transactions), except as set forth in Section 5.01 Schedule 6.01(a) of the Sellers’ Disclosure ScheduleLetter, neither the Company nor any Subsidiary has conducted, as required by applicable Law or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary consented to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to by the Purchaser the services of the employees of the Company in advance and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing (which consent shall not be unreasonably withheldconditioned, delayed withheld or delayed), at all times from and after the date hereof through and prior to the Closing or such earlier date as this Agreement has been terminated in accordance with its terms, it will and it will cause its Subsidiaries to: (i) operate its business in the ordinary course; and (ii) use commercially reasonable efforts to: (A) preserve in all material respects its present business operations, organization and goodwill, and (B) preserve in all material respects the present relationships it has with its key distributors, suppliers and other Persons having business relationships with the Company and its Subsidiaries, taken as a whole. (b) The Company covenants and agrees that, except as (w) otherwise expressly required by this Agreement (including in connection with the Restructuring Transactions), (x) as set forth in Schedule 6.01(b) of the Sellers’ Disclosure Letter, (y) as required by applicable Law, or (z) as consented to by the Purchaser in advance and in writing (which consent shall not be unreasonably conditioned, withheld or delayed); provided that Purchaser shall be deemed to have consented to matters for which the Purchaser does not provide affirmative denial of consent within three (3) Business Days after receipt of written request (addressed and delivered to the individual set forth on Schedule 6.01(b) of the Sellers’ Disclosure Letter) for consent from the Company, at all times from and after the date hereof through and prior to the Closing or such earlier date as this Agreement has been terminated in accordance with its terms, the Company shall not and shall cause its Subsidiaries not to: (i) authorize, declare, set aside, make or pay any dividend or other distribution (other than distributions payable in Cash and Cash Equivalents or dividends or distributions of Cash and Cash Equivalents made by any wholly-owned Subsidiary of the Company to the Company or to any other such wholly-owned Subsidiary in a manner consistent with the past cash management practices of the Company or in the ordinary course of business) in respect of the equity or other securities of, or other ownership interests in, the Company or any of its Subsidiaries (including any equity-linked or phantom securities) or repurchase, redeem or otherwise acquire, or authorize the repurchase, redemption or acquisition of, any equity interests or other securities of, or other ownership interests in, the Company or any of its Subsidiaries (including any equity-linked or phantom securities); (ii) transfer, issue, sell or dispose, or authorize the transfer, issuance, sale or disposal of, any membership units, membership interests, shares of capital stock or other ownership or equity interests (including any equity-linked or phantom securities) in the Company or any of its Subsidiaries, or grant options, warrants, calls, subscriptions or other rights to purchase or otherwise acquire membership units, membership interests, shares of capital stock or other ownership or equity interests (including any equity-linked or phantom securities) in the Company or any of its Subsidiaries; (iii) acquire any property, plant, facility, furniture, equipment or other tangible assets in excess of $250,000, individually, or $750,000, in the aggregate; (iv) sell, lease, license, subject to any Encumbrance (other than a Permitted Encumbrance) or dispose of any interest in any of the property or assets of the Company or any of its Subsidiaries, taken as a whole, with a value in excess of $100,000, other than (a) distributions of Cash and Cash Equivalents permitted by clause (i) above, (b) pursuant to the terms and conditions of any Material Contracts or Leases existing as of the date hereof or (c) disposition of damaged, worn out or obsolete assets; (v) make any loans, advances or capital contributions to, or investments in any Person other than loans, advances or capital contributions made by the Company to any of its wholly-owned Subsidiaries or by any wholly-owned Subsidiary of the Company to any other such wholly-owned Subsidiary or to the Company in a manner consistent with the past cash management practices of the Company or in the ordinary course of business; (vi) (A) terminate (other than at the expiration of its stated term), modify, extend, renew or amend any Material Contract or Lease or waive any benefit or right under any Material Contract; provided, however, that the foregoing shall not be deemed to prohibit or restrict any verbal arrangement made between parties to any Material Contract to the extent any such arrangement (w) functions as a temporary accommodation or waiver in favor of the counterparty thereto, (x) are made in the ordinary course of business regarding the day-to-day operations of a hotel, (y) individually or in the aggregate, have no more than a de minimis impact on the economic value of such Material Contract and (z) would otherwise not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or (B) permit any of the individuals set forth on Schedule 6.01(b)(vi)(B) to take any action or omit any action, in each case, with the intent of giving rise to a right or option of termination of the counterparty under any Hotel Management Agreement; (vii) enter into or assume any Contract that would have been required to be disclosed in clause (a) of Section 4.12 if such Contract had been in effect on the date of this Agreement; (viii) except in the ordinary course of business under lines of credit existing as of the date hereof or with respect to any arrangements between the Company and any of its wholly-owned Subsidiaries or by any wholly-owned Subsidiary of the Company to any other such wholly-owned Subsidiary or to the Company, incur any Indebtedness, issue any debt securities or assume, guarantee or endorse the obligations of any other Person; (ix) except (x) as required by the terms of any Employee Plan as in effect as of the date of this Agreement or applicable Law or (y) with respect to any compensation or benefit plans, programs, policies, agreements or arrangements for the benefit of any current or former Service Providers to the extent employed or providing services to any of the properties managed but not owned by the Company or any of its Subsidiaries where all costs of the foregoing are borne in their entirety by the owners of such properties, (A) adopt, enter into, materially amend or terminate any Employee Plan (or any plan, program, policy, agreement or arrangement that would be an Employee Plan if in effect on the date hereof), other than to replace or amend any Employee Plan, in connection with the Company’s and its Subsidiaries’ annual renewals and reenrollment of health and welfare plans in the ordinary course of business consistent with past practice, so long as (I) following such replacement or amendment, the applicable Employee Plan is generally consistent with the analogous Employee Plan prior to such replacement or amendment and (II) the cost of providing benefits under the replaced or amended Employee Plan is not materially increased, (B) pay, announce, promise or grant, whether orally or in writing, any increase in or establishment of (as applicable) any form of compensation or benefits payable by the Company or any of its Subsidiaries, except for (I) merit-based salary increases for non-executive employees to the extent that such increases are in the ordinary course of business consistent with past practice and do not exceed 3.0% in the aggregate, and (II) actions associated with entering into or making available plans, agreements, benefits and compensation adjustments or arrangements to newly hired non-executive employees or in the context of promotions based on job performance or workplace requirements in the ordinary course of business consistent with past practice, (C) grant any additional rights to severance, retention, change in control or termination pay to any Service Providers, (D) terminate the employment of any executives, officers or key employees of the Company (other than terminations of employment for “cause”), or (E) accelerate the vesting or payment of any compensation or benefits under any Employee Plan; (x) recognize any labor union or enter into or amend any collective bargaining agreement; (xi) make any material change in any of the Company’s or its Subsidiaries’ present accounting methods, principles or practices, except as required by GAAP or applicable Law; (xii) make or change any material Tax election except in the ordinary course of business; change any annual Tax accounting period or material method of Tax accounting; amend or otherwise modify any income or other material Tax Return of the Company or its Subsidiaries, file any ruling or request with any Governmental Authority that relates to Taxes or Tax Returns of the Company or any of its Subsidiaries; settle or compromise any Tax audit or other Tax proceeding; enter into any Tax allocation agreement or Tax sharing agreement (other than any such agreement entered into in the ordinary course of business the principal subject of which is not Taxes); enter into any material closing agreement related to any Tax; or enter into any transaction or take any action outside the ordinary course of business which would reasonably be expected to cause any Foreign Subsidiary to recognize a material amount of “subpart F income” (as defined in Section 952 of the Code) or “tested income” (as defined in Section 951A(c)(2) of the Code); (xiii) amend, supplement, restate or modify or authorize the amendment, supplementation, restatement or modification of the Company’s or any Subsidiary’s organizational documents; (xiv) except for Actions solely covered under any insurance policy maintained for the benefit of the Company or any of its Subsidiaries (provided, that (A) such insurance policy covers all amounts owed, including recovery costs, pursuant to any release, assignment, compromise, waiver or settlement of such Action and no increase in premium results in connection therewith and (B) any such release, assignment compromise, waiver or settlement of such Action does not restrict, impair or alter the operation of the Business), release, assign, compromise, waive or settle any Action that (i) results in the imposition of any material restriction upon the operations of the Company and its Subsidiaries, taken as a whole, or (ii) could reasonably be expected to involve an amount of Losses in excess of $250,000 individually or $1,000,000 in the aggregate; (xv) effect or agree to effect any merger, acquisition, recapitalization, reclassification, consolidation, bankruptcy, liquidation (complete or partial), dissolution or other reorganization with respect to the Company or any of its Subsidiaries; (xvi) acquire any corporation, partnership, limited liability company or other business organization or Person or division thereof or any material assets, properties or equity interest thereof or enter into any joint venture, partnership or similar arrangement with any Person; (xvii) make, commit or authorize any capital commitment or capital expenditure (or series of capital commitments or expenditures) other than those capital commitments or capital expenditures set forth on the capital expenditures budget disclosed to the Purchaser prior to the date of this Agreement; (xviii) allow any material Permit to lapse or otherwise fail to take any action required by any material Permit to remain valid and in full force and effect; (xix) cancel or allow any insurance policies that are currently in effect to lapse, without renewal or replacement on commercially reasonable terms; or (xx) authorize, agree or commit to any of the foregoing, whether in writing or otherwise. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, nothing in this Agreement shall prohibit or otherwise restrict the Company from (i) declaring and paying any dividends or distributions of, or otherwise transferring to the Sellers and their Affiliates, Cash and Cash Equivalents or (ii) engaging in the Restructuring Transactions. (c) Nothing contained in this Agreement shall give the Purchaser, directly or indirectly, any rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall, and shall cause the Disclosure Schedule, neither Companies to (x) conduct the Company nor any Subsidiary has conducted, or shall conduct its business, other than Business in the ordinary course and consistent with past practice, and (y) use commercially reasonable efforts to maintain and preserve intact the Company's current organization and such Subsidiary's prior practicefranchise of the Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the generality of the foregoing, except as described in Section 5.01 of from the Disclosure Scheduledate hereof until the Closing Date, the Seller has caused and shall Sellers shall: (a) cause the Company Companies to preserve and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any maintain all of their payables Permits; (b) cause the Companies to pay their debts, Taxes and other obligations when due; (c) cause the Companies to maintain the properties and assets owned, operated or receivables; used by the Companies in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (iiid) use their best efforts cause the Companies to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) cause the Companies to defend and protect their properties and assets from infringement or binders usurpation; (f) cause the Companies to perform all of insurance currently maintained their obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Companies to maintain their books and records in respect accordance with past practice; (h) cause the Companies to comply in all material respects with all applicable Laws; and (i) cause the Companies not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.08 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), the Company shall, and each of the Disclosure Schedule, neither Xxxxxx Seller Parties and the Xxxxx Seller Parties shall cause the Company nor any Subsidiary has conductedto, or shall (x) conduct its business, other than the business of the Company and the Company Subsidiaries in the ordinary course and Ordinary Course of Business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the Company's current organization, business and such Subsidiary's prior practicefranchise of the Company and the Company Subsidiaries and to preserve the rights, franchises, goodwill and relationships of their respective employees, customers, lenders, suppliers, regulators and others having business relationships with the Company or any of the Company Subsidiaries. Without limiting the generality foregoing, from the date hereof until the Closing Date, except to the extent expressly permitted by this Agreement, or as required by applicable Law, or otherwise consented to by an instrument in writing signed by Purchaser or as otherwise set forth in Schedule 6.1, the Company shall, and each of the foregoing, except as described in Section 5.01 of Xxxxxx Seller Parties and the Disclosure Schedule, the Xxxxx Seller has caused and Parties shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company Subsidiaries to: (a) preserve and each Subsidiarymaintain all of its material Permits; (b) pay its debts, Taxes and other obligations when due; (Cc) maintain the material physical and tangible properties and assets owned, operated or used by the Company or any of the Company Subsidiaries substantially in the same condition as they were on the date of this Agreement, ordinary wear and tear excepted; (d) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) use commercially reasonable efforts to defend and protect its material Intellectual Property from infringement or binders usurpation; (f) perform all of insurance currently maintained its material obligations under all Material Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in respect accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (Devents or conditions described in Section 3.6(b) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by ARC (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), RM2 shall (x) conduct the business of RM2 in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of RM2 and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with RM2. Without limiting the foregoing, from the date hereof until the Closing Date, RM2 shall: (i) preserve and maintain all of its Permits; (ii) pay its debts, Taxes and other obligations when due; (iii) maintain the properties and assets owned, operated or used by RM2 in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (iv) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (v) defend and protect its properties and assets from infringement or usurpation; (vi) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (vii) maintain its books and records in accordance with past practice; (viii) comply in all material respects with all applicable Laws; and (ix) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.09 to occur. (b) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by RM2 (which consent shall not be unreasonably withheld, conditioned or delayed), and except in respect of any and all actions and matters undertaken in connection with the ARC Legacy Business Sale, ARC shall (x) conduct the business of ARC in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of ARC and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having (i) preserve and maintain all of its Permits; (ii) pay its debts, Taxes and other obligations when due; (iii) maintain the properties and assets owned, operated or used by ARC in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (iv) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (v) defend and protect its properties and assets from infringement or usurpation; (vi) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (vii) maintain its books and records in accordance with past practice; (viii) comply in all material respects with all applicable Laws; and (ix) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.09 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date hereof until the Closing or the termination of the Original this Agreement prior to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement, as disclosed on Schedule 6.01, as required by applicable Law (including, without limitation, any regulation or ordinance related to the COVID-19 Pandemic applicable to the Company or its Subsidiaries) or as consented to in writing by Parent, the Company shall, and shall cause its Subsidiaries to: (x) conduct the business of the Disclosure ScheduleCompany and its Subsidiaries, neither the Company nor any Subsidiary has conductedas applicable, or shall conduct its business, other than in the ordinary course and of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the Company's current organization, business and such Subsidiary's prior practicefranchise of the Company its Subsidiaries, and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and its Subsidiaries. Without limiting the generality foregoing, from the date hereof until the Closing or the termination of this Agreement prior to the foregoingClosing, except as described otherwise provided in Section 5.01 of this Agreement, as disclosed on Schedule 6.01, as required by applicable Law (including, without limitation, any regulation or ordinance related to the Disclosure ScheduleCOVID-19 Pandemic applicable to the Company or its Subsidiaries) or as consented to in writing by Parent, the Seller has caused Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to: (a) Prevent the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for lapse of any of their payables or receivables; (iii) use their best efforts its Permits, to (A) preserve intact their business organizations and the business organization of extent necessary to conduct the Business; (b) Pay its debts, Taxes and other obligations when due; (Bc) keep available Maintain the properties and material assets owned, operated or used by it in in a consistent manner with how such properties and assets were maintained prior to the Purchaser the services date of the employees of the Company and each Subsidiary, this Agreement; (Cd) continue Continue in full force and effect without material substantial modification all existing policies Insurance Policies, except as required by applicable Law; (e) Continue materially performing consistent with past practice under all Material Contracts which require performance by the Company or binders of insurance currently maintained its Subsidiary during the period from the date hereof until the Closing Date; (f) Defend and protect its properties and assets from infringement or usurpation; (g) Maintain its books and records in respect accordance with past practice; (h) Comply in all material respects with all applicable Laws; and (i) Not take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.11 to take occur. Parent’s approval of any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made restricted by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent Section 6.01 shall not be unreasonably withheld, conditioned or delayed and shall be considered granted within five (5) Business Days of the Company’s written notice to Parent requesting such consent unless Parent notifies the Company to the contrary during such period. For the avoidance of doubt, neither the Company nor its Subsidiaries are required to maintain any Cash balances pursuant to this Agreement and, at or conditioned)prior to the Effective Time, may declare and pay dividends and distributions of Cash or otherwise withdraw Cash balances.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of the Original Agreement to hereof until the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant “Pre-Closing Period”), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheldwithheld or delayed), delayed Seller shall (x) conduct its business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its business, organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its Lessees, employees, customers, lenders, suppliers, regulators and others having relationships with its business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (i) preserve and maintain all permits required for the conduct of its business as currently conducted or conditioned)the ownership and use of the Purchased Assets; (ii) pay the debts, Taxes and other obligations of its business when due; (iii) maintain, or cause lessees of the Purchased Assets to maintain, the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (iv) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (v) perform all of its obligations under all Lease Documents and Other Contracts; (vi) maintain its books and records in accordance with past practice; (vii) not purchase, sell, exchange or dispose of any Purchased Assets; (viii) except in the ordinary course of business and consistent with past practices, and for matters that are not in the aggregate material, not settle or compromise any dispute or action or any Lessee request or demand involving any of the Units or Lease Documents; (ix) not take any action, engage in any negotiation or enter into any settlement with respect to the Badger Mining Litigation, or fail take any required action necessary in connection with preservation of claims under the Badger Mining Litigation; (x) not file a petition for relief under Chapter 7 or Chapter 11 of the U.S. Bankruptcy Code for itself; or (xi) not make, take or permit any amendment, waiver, modification, extension or termination of any of the Lease Documents or Other Contracts; provided that Seller may extend previously expired or to be expired Leases on terms that were agreed to by Buyer prior to the date hereof or that Buyer agrees to in writing in advance between the date hereof and the Closing Date.

Conduct of Business Prior to the Closing. (a) The Seller Company covenants and agrees that from that, except as expressly required by this Agreement (including in connection with the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant PeriodRestructuring Transactions), except as set forth in Section 5.01 Schedule 6.01(a) of the Sellers’ Disclosure ScheduleLetter, neither the Company nor any Subsidiary has conducted, as required by applicable Law or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary consented to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to by the Purchaser the services of the employees of the Company in advance and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing (which consent shall not be unreasonably withheldconditioned, delayed withheld or delayed), at all times from and after the date of the Original Agreement through and prior to the Closing or such earlier date as this Agreement has been terminated in accordance with its terms, it will and it will cause its Subsidiaries to: (i) operate its business in the ordinary course; and (ii) use commercially reasonable efforts to: (A) preserve in all material respects its present business operations, organization and goodwill, and (B) preserve in all material respects the present relationships it has with its key distributors, suppliers and other Persons having business relationships with the Company and its Subsidiaries, taken as a whole. (b) The Company covenants and agrees that, except as (w) otherwise expressly required by this Agreement (including in connection with the Restructuring Transactions), (x) as set forth in Schedule 6.01(b) of the Sellers’ Disclosure Letter, (y) as required by applicable Law, or (z) as consented to by the Purchaser in advance and in writing (which consent shall not be unreasonably conditioned, withheld or delayed); provided that Purchaser shall be deemed to have consented to matters for which the Purchaser does not provide affirmative denial of consent within three (3) Business Days after receipt of written request (addressed and delivered to the individual set forth on Schedule 6.01(b) of the Sellers’ Disclosure Letter) for consent from the Company, at all times from and after the date of the Original Agreement through and prior to the Closing or such earlier date as this Agreement has been terminated in accordance with its terms, the Company shall not and shall cause its Subsidiaries not to: (i) authorize, declare, set aside, make or pay any dividend or other distribution (other than distributions payable in Cash and Cash Equivalents or dividends or distributions of Cash and Cash Equivalents made by any wholly-owned Subsidiary of the Company to the Company or to any other such wholly-owned Subsidiary in a manner consistent with the past cash management practices of the Company or in the ordinary course of business) in respect of the equity or other securities of, or other ownership interests in, the Company or any of its Subsidiaries (including any equity-linked or phantom securities) or repurchase, redeem or otherwise acquire, or authorize the repurchase, redemption or acquisition of, any equity interests or other securities of, or other ownership interests in, the Company or any of its Subsidiaries (including any equity-linked or phantom securities); (ii) transfer, issue, sell or dispose, or authorize the transfer, issuance, sale or disposal of, any membership units, membership interests, shares of capital stock or other ownership or equity interests (including any equity-linked or phantom securities) in the Company or any of its Subsidiaries, or grant options, warrants, calls, subscriptions or other rights to purchase or otherwise acquire membership units, membership interests, shares of capital stock or other ownership or equity interests (including any equity-linked or phantom securities) in the Company or any of its Subsidiaries; (iii) acquire any property, plant, facility, furniture, equipment or other tangible assets in excess of $250,000, individually, or $750,000, in the aggregate; (iv) sell, lease, license, subject to any Encumbrance (other than a Permitted Encumbrance) or dispose of any interest in any of the property or assets of the Company or any of its Subsidiaries, taken as a whole, with a value in excess of $100,000, other than (a) distributions of Cash and Cash Equivalents permitted by clause (i) above, (b) pursuant to the terms and conditions of any Material Contracts or Leases existing as of the date of the Original Agreement or (c) disposition of damaged, worn out or obsolete assets; (v) make any loans, advances or capital contributions to, or investments in any Person other than loans, advances or capital contributions made by the Company to any of its wholly-owned Subsidiaries or by any wholly-owned Subsidiary of the Company to any other such wholly-owned Subsidiary or to the Company in a manner consistent with the past cash management practices of the Company or in the ordinary course of business; (vi) (A) terminate (other than at the expiration of its stated term), modify, extend, renew or amend any Material Contract or Lease or waive any benefit or right under any Material Contract; provided, however, that the foregoing shall not be deemed to prohibit or restrict any verbal arrangement made between parties to any Material Contract to the extent any such arrangement (w) functions as a temporary accommodation or waiver in favor of the counterparty thereto, (x) are made in the ordinary course of business regarding the day-to-day operations of a hotel, (y) individually or in the aggregate, have no more than a de minimis impact on the economic value of such Material Contract and (z) would otherwise not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or (B) permit any of the individuals set forth on Schedule 6.01(b)(vi)(B) to take any action or omit any action, in each case, with the intent of giving rise to a right or option of termination of the counterparty under any Hotel Management Agreement; (vii) enter into or assume any Contract that would have been required to be disclosed in clause (a) of Section 4.12 if such Contract had been in effect on the date of the Original Agreement; (viii) except in the ordinary course of business under lines of credit existing as of the date of the Original Agreement or with respect to any arrangements between the Company and any of its wholly-owned Subsidiaries or by any wholly-owned Subsidiary of the Company to any other such wholly-owned Subsidiary or to the Company, incur any Indebtedness, issue any debt securities or assume, guarantee or endorse the obligations of any other Person; (ix) except (x) as required by the terms of any Employee Plan as in effect as of the date of the Original Agreement or applicable Law or (y) with respect to any compensation or benefit plans, programs, policies, agreements or arrangements for the benefit of any current or former Service Providers to the extent employed or providing services to any of the properties managed but not owned by the Company or any of its Subsidiaries where all costs of the foregoing are borne in their entirety by the owners of such properties, (A) adopt, enter into, materially amend or terminate any Employee Plan (or any plan, program, policy, agreement or arrangement that would be an Employee Plan if in effect on the date of the Original Agreement), other than to replace or amend any Employee Plan, in connection with the Company’s and its Subsidiaries’ annual renewals and reenrollment of health and welfare plans in the ordinary course of business consistent with past practice, so long as (I) following such replacement or amendment, the applicable Employee Plan is generally consistent with the analogous Employee Plan prior to such replacement or amendment and (II) the cost of providing benefits under the replaced or amended Employee Plan is not materially increased, (B) pay, announce, promise or grant, whether orally or in writing, any increase in or establishment of (as applicable) any form of compensation or benefits payable by the Company or any of its Subsidiaries, except for (I) merit-based salary increases for non-executive employees to the extent that such increases are in the ordinary course of business consistent with past practice and do not exceed 3.0% in the aggregate, and (II) actions associated with entering into or making available plans, agreements, benefits and compensation adjustments or arrangements to newly hired non-executive employees or in the context of promotions based on job performance or workplace requirements in the ordinary course of business consistent with past practice, (C) grant any additional rights to severance, retention, change in control or termination pay to any Service Providers, (D) terminate the employment of any executives, officers or key employees of the Company (other than terminations of employment for “cause”), or (E) accelerate the vesting or payment of any compensation or benefits under any Employee Plan; (x) recognize any labor union or enter into or amend any collective bargaining agreement; (xi) make any material change in any of the Company’s or its Subsidiaries’ present accounting methods, principles or practices, except as required by GAAP or applicable Law; (xii) make or change any material Tax election except in the ordinary course of business; change any annual Tax accounting period or material method of Tax accounting; amend or otherwise modify any income or other material Tax Return of the Company or its Subsidiaries, file any ruling or request with any Governmental Authority that relates to Taxes or Tax Returns of the Company or any of its Subsidiaries; settle or compromise any Tax audit or other Tax proceeding; enter into any Tax allocation agreement or Tax sharing agreement (other than any such agreement entered into in the ordinary course of business the principal subject of which is not Taxes); enter into any material closing agreement related to any Tax; or enter into any transaction or take any action outside the ordinary course of business which would reasonably be expected to cause any Foreign Subsidiary to recognize a material amount of “subpart F income” (as defined in Section 952 of the Code) or “tested income” (as defined in Section 951A(c)(2) of the Code); (xiii) amend, supplement, restate or modify or authorize the amendment, supplementation, restatement or modification of the Company’s or any Subsidiary’s organizational documents; (xiv) except for Actions solely covered under any insurance policy maintained for the benefit of the Company or any of its Subsidiaries (provided, that (A) such insurance policy covers all amounts owed, including recovery costs, pursuant to any release, assignment, compromise, waiver or settlement of such Action and no increase in premium results in connection therewith and (B) any such release, assignment compromise, waiver or settlement of such Action does not restrict, impair or alter the operation of the Business), release, assign, compromise, waive or settle any Action that (i) results in the imposition of any material restriction upon the operations of the Company and its Subsidiaries, taken as a whole, or (ii) could reasonably be expected to involve an amount of Losses in excess of $250,000 individually or $1,000,000 in the aggregate; (xv) effect or agree to effect any merger, acquisition, recapitalization, reclassification, consolidation, bankruptcy, liquidation (complete or partial), dissolution or other reorganization with respect to the Company or any of its Subsidiaries; (xvi) acquire any corporation, partnership, limited liability company or other business organization or Person or division thereof or any material assets, properties or equity interest thereof or enter into any joint venture, partnership or similar arrangement with any Person; (xvii) make, commit or authorize any capital commitment or capital expenditure (or series of capital commitments or expenditures) other than those capital commitments or capital expenditures set forth on the capital expenditures budget disclosed to the Purchaser prior to the date of the Original Agreement; (xviii) allow any material Permit to lapse or otherwise fail to take any action required by any material Permit to remain valid and in full force and effect; (xix) cancel or allow any insurance policies that are currently in effect to lapse, without renewal or replacement on commercially reasonable terms; or (xx) authorize, agree or commit to any of the foregoing, whether in writing or otherwise. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, nothing in this Agreement shall prohibit or otherwise restrict the Company from (i) declaring and paying any dividends or distributions of, or otherwise transferring to the Sellers and their Affiliates, Cash and Cash Equivalents or (ii) engaging in the Restructuring Transactions. (c) Nothing contained in this Agreement shall give the Purchaser, directly or indirectly, any rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers shall, and shall cause the Company, each Subsidiary, and each Affiliated Practice to, (x) conduct the business of the Company, each Subsidiary, and each Affiliated Practice in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company, each Subsidiary, and each Affiliated Practice and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company, each Subsidiary, and each Affiliated Practice. Without limiting the foregoing, from the date hereof until the Closing Date, Sellers shall: (a) cause the Company, each Subsidiary, and each Affiliated Practice to preserve and maintain all of its Permits; (b) cause the Company, each Subsidiary, and each Affiliated Practice to pay its debts, Taxes and other obligations when due; (c) cause the Company, each Subsidiary, and each Affiliated Practice to maintain the properties and assets owned, operated or used in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause the Company, each Subsidiary, and each Affiliated Practice to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company, each Subsidiary, and each Affiliated Practice to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company, each Subsidiary, and each Affiliated Practice to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company, each Subsidiary, and each Affiliated Practice to maintain its books and records in accordance with past practice; (h) cause the Company, each Subsidiary, and each Affiliated Practice to comply in all material respects with all applicable Laws; and (i) cause the Company, each Subsidiary, and each Affiliated Practice not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement, neither the Company nor any Subsidiary has conductedrequired by applicable Law, or consented to in writing by Recruiter or Newco (which consent shall not be unreasonably conditioned, withheld or delayed), Onewire shall (x) conduct its business, other than the Business in the ordinary course and of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the Company's rights, franchises, goodwill and such Subsidiary's prior practicerelationships of its employees, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the generality foregoing, from the date hereof until the Closing Date, Onewire shall: (a) preserve and maintain all Permits required for the conduct of the foregoing, except Business as described in Section 5.01 currently conducted or the ownership and use of the Disclosure SchedulePurchased Assets; (b) pay the debts, Taxes and other obligations of the Seller has caused and shall cause the Company and each Subsidiary to Business when due; (ic) continue their advertising and promotional activities, and pricing and purchasing policies, to collect Accounts Receivable included in accordance the Current Assets in a manner consistent with past practice; ; (iid) not shorten or lengthen maintain the customary payment cycles for any properties and assets included in the Purchased Assets in the same condition as they were on the date of their payables or receivables; this Agreement, subject to reasonable wear and tear; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Ce) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or binders usurpation; (g) perform all of insurance currently maintained its obligations under all Assigned Contracts; (h) maintain the Books and Records in respect accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Company, each Subsidiary Business or the ownership and use of the Business and Purchased Assets; and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivj) not engage in any practice, take any action, fail to take or permit any action which, if taken or enter into any transaction which could reasonably be expected permitted prior to cause any representation or warranty of the Seller date hereof, would have been required to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)listed on Schedule 3.06.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of Effective Date until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, Schedule 6.01 or shall conduct its business, other than consented to in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made writing by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall, and shall cause each Company to: (a) conduct the business of each Company in the ordinary course of business (including maintaining books of account and records in the usual, regular and ordinary manner); (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of each Company, and to preserve the rights, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having business relationships with each Company. From the Effective Date until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall not cause or permit any Company to take any action or fail to take any action that would cause any of the changes, events or conditions described in Section 4.06 to occur; (c) use their commercially reasonable efforts to cause certain employees of the Companies (which employees are designated by Buyer and Sellers' Representative in their commercially reasonable discretion) to enter into employment agreements with the Companies in form and substance reasonably acceptable to Buyer, Sellers' Representations and such employees. For the avoidance of doubt, nothing in this Section 6.01 shall prohibit Sellers from transferring, in compliance with applicable Law, any cash or cash equivalents (including marketable securities) out of any Company on or before the Closing Date and no such transfers shall require any consent from Buyer.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date hereof until the earlier of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising the Closing and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any valid termination of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend , and except as otherwise provided in or waive any provision of the Chicago Stock Purchase contemplated by this Agreement, the Aladdin Stock Purchase Agreement other Transaction Agreements or any other material contract of in connection with facilitating the Business; and (vi) not commit Transactions or as required by applicable Law or consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the writing by Purchaser (which consent shall not be unreasonably withheldwithheld or delayed), delayed Seller shall, and shall cause the Company to, subject to Section 7.4, use [***] to: (a) conduct the business of the Seller and the Company with respect to the Topping Operations in the Ordinary Course of Business; (i) maintain and preserve intact the current organization, business and franchise of the Seller and the Company with respect to the Topping Operations in the Ordinary Course of Business and (ii) preserve the rights, franchises, goodwill and relationships of its customers and others having business relationships with the Seller and the Company with respect to the Topping Operations in the Ordinary Course of Business; (c) cause the Company to preserve and maintain all of its material Permits with respect to the Topping Operations in the Ordinary Course of Business; (d) pay, and cause the Company to pay, its debts, Taxes and other material obligations when due in the Ordinary Course of Business; (e) subject to Section 7.4, maintain, and cause the Company to maintain, the Topping Units, the Transferred Assets and the other properties and assets owned, operated or conditioned)used by Seller and the Company in the Topping Operations in substantially the same manner as they were maintained on the date of this Agreement in the Ordinary Course of Business, subject to reasonable wear and tear and the matters described in Section 7.6; (f) cause the Company to continue, in full force and effect without material adverse modification all Insurance Policies, except as required by applicable Law or to terminate or separate coverage of the Transferred Assets or Topping Operations from and after Closing; and (g) perform, and cause the Company to perform, all of its material obligations under all Material Contracts that are Assumed Contracts in the Ordinary Course of Business. Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement will give to Purchaser, directly or indirectly, the right to control or direct the Topping Operations prior to the Closing. Prior to the Closing, Seller and the Company will exercise, consistent with the terms and conditions of this Agreement, control of the Topping Operations.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall, and shall cause each Company to, (x) conduct the business of the Disclosure Schedule, neither the such Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of such Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with such Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 from the date hereof until the Closing Date, Sellers shall: (a) cause each Company to preserve and maintain all of the Disclosure Scheduleits Permits, the Seller has caused and shall cause other than such Permits that are not necessary for the Company to carry on its business as it is currently conducted; (b) cause each Company to pay its debts, Taxes and other obligations when due, other than such debts, Taxes or other obligations that such Company is contesting in good faith; (c) cause each Subsidiary Company to maintain the material properties and assets owned, operated or used by the Companies in the same condition as they were on the date of this Agreement, subject to ordinary and reasonable wear and tear; (id) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts cause each Company to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law or binders the provider(s) of insurance currently maintained such Insurance Policies; (e) cause each Company to defend and protect its material properties and assets from infringement or usurpation; (f) cause each Company to perform all of its material obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause each Company to maintain its books and records in respect accordance with past practice; (h) cause each Company to comply in all material respects with all applicable Laws; and (i) cause each Company not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customersevents or conditions described in Section 3.07 to occur, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practicethan such changes, take any action, fail to take any action events or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth conditions occurring in the respective 2004 Budgets ordinary course of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)business.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) Between the date of this Agreement and the Original earlier of the termination of this Agreement to in accordance with its terms and the Closing Date (orsuch period, the “Interim Period”), except (i) as otherwise expressly contemplated by this Agreement, (ii) as required by Law, (iii) as set forth on Schedule 6.01(a) of the FS Disclosure Schedule or Schedule 6.01(a) of the SP Disclosure Schedule (such scheduled matters, the “Permitted Interim Actions”), (iv) as set forth on Schedule 6.01(c) of the FS Disclosure Schedule or Schedule 6.01(c) of the SP Disclosure Schedule, (v) as required by or pursuant to any Material Contract or Project Permit, (vi) with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conductedTax Equity Financing, or shall conduct its business, other than in the ordinary course and consistent (vii) with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior written consent of the Purchaser other Party (which consent shall not be unreasonably withheld, delayed delayed, or conditioned), each Party shall in good faith, subject to any applicable requirements set forth in the Charter Documents of any Contributed Company, (A) cause its Subsidiaries to vote their respective Contributed Company Interests in the applicable Contributed Companies and (B) otherwise exercise all rights and powers available to it to cause its respective Contributed Companies: (i) to use commercially reasonable efforts to (A) maintain all of its Contributed Assets, Real Property Interests and Project Permits in accordance with Prudent Solar Industry Practices and (B) to the extent applicable, pursue the continued construction and development of any Project in accordance with all applicable Project Permits and Material Contracts; (ii) not to make any material change in the conduct of its Business; (iii) not to amend the Charter Documents of any Contributed Company; (iv) not to issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any of its Equity Interests or securities convertible into its Equity Interests, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such securities; (v) not to merge into or with any other Person (other than (A) mergers among wholly owned Subsidiaries of the same Person, (B) mergers between any FS Contributed Company and its wholly-owned Subsidiaries, (C) mergers between any SP Contributed Company and its wholly-owned Subsidiaries or (D) as permitted by clause (vi)); (vi) not to acquire all or substantially all of the business or assets of any Person, or acquire any interest in or contribute any assets to any partnership or joint venture or enter into any similar arrangement; (vii) except as permitted by exclusions under other clauses of this Section 6.01(a): (A) other than in the ordinary course of business, not to enter into any Material Contract or terminate, amend or breach in any material respect any Material Contract to which it is a party or waive any material rights under any Material Contract to which it is a party, except for amendments to the SP Residential Leases that (I) do not modify the form of agreement attached as Part II of Schedule 5.29 of the SP Disclosure Schedule and (II) are not, individually or in the aggregate, material to any SP Contributed Company; (B) with respect to First Solar and the FS Contributed Companies, not to enter into any Contract between First Solar or its Subsidiaries (excluding the FS Contributed Companies), on the one hand, and the FS Contributed Companies, on the other hand, or terminate, amend or waive any existing material right or claim by the FS Contributed Companies against First Solar or its Subsidiaries (excluding the FS Contributed Companies); or (C) with respect to SunPower and the SP Contributed Companies, not to enter into any Contract between SunPower or its Subsidiaries (excluding the SP Contributed Companies), on the one hand, and the SP Contributed Companies, on the other hand, or terminate, amend or waive any existing material right or claim by the SP Contributed Companies against SunPower or its Subsidiaries (excluding the SP Contributed Companies); (viii) not to purchase any securities of or make any investment in any Person (other than (A) ordinary-course overnight investments consistent with cash management practices of such Party and (B) investments in wholly-owned Subsidiaries); (ix) not to incur, assume or guarantee any Indebtedness; (x) not to sell, assign, transfer, abandon, lease or otherwise dispose of assets having a fair market value in excess of $1,000,000 in the aggregate, except for (1) capacity, energy, ancillary services or related attributes in the ordinary course of business and documented by a Material Contract or (2) dispositions of inventory or worn-out or obsolete equipment for fair value in the ordinary course of business; (xi) other than Permitted Liens, not to grant any security interest with respect to, pledge or otherwise encumber any assets; (xii) to use commercially reasonable efforts to continue in full force and effect, in the case of First Solar, the FS Insurance Policies and, in the case of SunPower, the SP Insurance Policies, or comparable replacement coverage (which shall include appropriate changes of coverage upon the completion of construction and commencement of commercial operations at any Project); (xiii) not to settle any claims, demands, lawsuits or state or federal regulatory proceedings for damages to the extent such settlements in the aggregate assess damages in excess of $1,000,000 (other than any claims, demands, lawsuits or proceedings to the extent insured (net of deductibles), to the extent reserved against in the FS Financial Statements or the SP Financial Statements, as applicable, or to the extent covered by an indemnity obligation not subject to dispute or adjustment from a solvent indemnitor); (xiv) except as (A) required on an emergency basis or for the safety of persons or the environment or (B) in accordance with the Material Contracts, not to make any capital expenditure in excess of $1,000,000 in the aggregate; (xv) not to make, amend or revoke any Tax elections, change or consent to any change in any method of accounting for any Tax purpose, enter into any closing agreement affecting any Tax liability or refund or file any request for rulings or special Tax incentives with any Governmental Entity, settle or compromise any Tax liability or refund, or extend or waive the application of any statute of limitations regarding the assessment or collection of any Tax; (xvi) not to make any change to its financial reporting and accounting methods other than as required by a change in GAAP or applicable Law; (xvii) fail to file on a timely basis all applications and other documents necessary to maintain, renew or extend any Project Permit or any other material Permit required by any Governmental Entity for the continuing operation of its Business; (xviii) not to liquidate, dissolve, reorganize, recapitalize or otherwise wind up any Contributed Company or any substantial portion of its business or not maintain any Contributed Company’s existence in the jurisdiction in which its organized; or (xix) agree or commit to do any of the foregoing. Notwithstanding any provision in this Section 6.01 to the contrary, to the extent that they relate to First Solar, on the one hand, or SunPower, on the other hand, the restrictions set forth in this Section 6.01 shall apply only to the business, operations, agreements, indebtedness and securities of the FS Contributed Companies or the SP Contributed Companies, respectively, and shall not apply to the business, operations, agreements, indebtedness and securities of, or otherwise restrict the activities of, First Solar or any of its Affiliates (other than the FS Contributed Companies) or SunPower or any of its Affiliates (other than the SP Contributed Companies). (b) During the Interim Period, each Party shall promptly notify the other Party in writing of: (i) any event, condition or circumstance that could reasonably be expected to result in any of the conditions set forth in Article VII or Article VIII not being satisfied on or prior to the Closing Date; (ii) any change, event or occurrence that has had or could reasonably be expected to have an FS Material Adverse Effect or an SP Material Adverse Effect, as applicable; (iii) any material breach by the notifying Party of any covenant, obligation or agreement contained in this Agreement; (iv) any Material Contract entered into or amended, in each case, by such Party during the Interim Period, and such Party shall make available a true, correct and complete copy of such Contract or amendment thereto (as applicable); and (v) any material change, event or effect with respect to any Contributed Company or Project prior to the Adjustment Date, that such Party reasonably expects (A) will be reflected in such Party’s Revised Model or (B) will be the subject of Updated Disclosure Schedules delivered by such Party; provided that the delivery of any notice pursuant to this Section 6.01(b) shall not limit or otherwise affect the remedies available hereunder to the notified Party or the conditions set forth in Article VII or Article VIII. (c) During the Interim Period, (i) First Solar shall cause its Affiliates and the other Persons party thereto to (A) enter into the Contracts set forth on Part I of Schedule 6.01(c) of the FS Disclosure Schedule, and (B) effect the amendments or modifications to the Contracts set forth on Part II of Schedule 6.01(c) of the FS Disclosure Schedule, in each case, in the manner described in Schedule 6.01(c) of the FS Disclosure Schedule, and (ii) SunPower shall cause its Affiliates and the other Persons party thereto to (A) enter into the Contracts set forth on Part I of Schedule 6.01(c) of the SP Disclosure Schedule, and (B) effect the amendments or modifications to the Contracts set forth on Part II of Schedule 6.01(c) of the SP Disclosure Schedule, in each case, in the manner described in Schedule 6.01(c) of the SP Disclosure Schedule. (d) Except with the consent of the other Party or as otherwise set forth on Schedule 4.28 of the FS Disclosure Schedule (with respect to First Solar) or Schedule 5.30 of the SP Disclosure Schedule (with respect to SunPower), a Party shall not, and shall cause its Affiliates not to, (a) cause any 8point3 Entity to take any action, or to incur any Liability, during the Interim Period, (b) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any Equity Interests of any 8point3 Entity or securities convertible into such Equity Interests, (c) cause any 8point3 Entity to incur, assume or guarantee any Indebtedness, or (d) grant any security interest with respect to, pledge or otherwise encumber, or cause any 8point3 Entity to grant any security interest, pledge or otherwise encumber, any Equity Interests or other assets of any 8point3 Entity (other than Permitted Equity Liens).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), neither the Company nor any Subsidiary has conductedSellers shall, or and shall cause Gravitas to, (x) conduct its business, other than their business in the ordinary course and of business consistent with past practice but taking into account Gravitas’ growth and expansion in the Company's projections provided to Buyer, including any new dispensaries; (y) use reasonable best efforts to maintain and such Subsidiary's prior practice. Without limiting preserve intact the generality current organization, business and franchise of Gravitas and to preserve the foregoingrights, except as described in Section 5.01 franchises, goodwill and relationships of the Disclosure Scheduleits employees, the Seller has caused customers, lenders, suppliers, regulators and shall others having business relationships with Gravitas and (z) not cause the Company and each Subsidiary or permit Gravitas to (i) continue their advertising and promotional activitiesdeclare, and pricing and purchasing policiesset aside, in accordance or pay any dividend or make any distribution with past practice; respect to its outstanding equity or redeem, purchase, or otherwise acquire any outstanding equity, or (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not otherwise engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected of the sort described in Section 4.17 above. Without limiting the foregoing, from the date hereof until the Closing Date, the Sellers shall: (a) prepare jointly with Buyer and submit a Notice of Transfer of Interest and related documentation to the Nevada Department of Taxation, and each party shall bear their own costs and expenses of preparing this notice; (b) cause Gravitas to preserve and maintain all of its Permits, including the Cannabis Licenses; (c) cause Gravitas to pay its debts, Taxes and other obligations when due; (d) cause Gravitas to maintain the properties and assets owned, operated or used by Gravitas in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) cause Gravitas to continue in full force and effect without modification all insurance policies identified in Section 4.13 of the Gravitas Disclosure Schedules, except as required by applicable Law; (f) cause Gravitas to defend and protect its properties and assets from infringement or usurpation; (g) cause Gravitas to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (h) cause Gravitas to maintain its books and records in accordance with past practice; and (i) cause Gravitas to comply in all material respects with all applicable Laws; (j) cause Gravitas not to take or permit any action that would cause any representation or warranty of the Seller changes, events, or conditions described in Section 4.17 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants (a) Unless the Purchaser otherwise agrees in writing and agrees that from except as otherwise set forth herein or in the Disclosure Schedule (including without limitation Section 5.01 thereof), between the date of the Original this Agreement to and the Closing Date Date, the Sellers will cause each Company to; (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall i) conduct its business, other than business only in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; ; (ii) not shorten or lengthen use reasonable efforts to preserve the customary payment cycles for any current relationships of the Companies with their payables or receivables; respective customers, suppliers, distributors, officers and other key employees and other persons with which the Companies have significant business relationships; (iii) use their best all reasonable efforts to maintain the assets and properties of the Companies in good working order and condition, ordinary wear and tear excepted; (Aiv) preserve intact their business organizations continue all current sales, marketing and promotional activities relating to the business organization and operations of the BusinessCompanies; (v) use, (B) keep available and will cause the Companies to the Purchaser the services of the employees of the Company and each Subsidiaryuse, (C) continue all reasonable efforts to maintain in full force and effect without material modification all existing policies or binders until the Closing substantially the same levels of coverage as the insurance currently maintained in respect of effect on the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and date hereof; (vi) not commit cause the Companies to administer each Benefit Plan, or cause the same to be so administered, in all material respects in accordance with the applicable provisions of the Code, ERISA and all other applicable Laws; (vii) promptly notify the Purchaser in writing of each receipt by the Sellers or any capital expenditures contractsof the Companies (and furnish the Purchaser with copies) of any notice of investigation or administrative proceeding by the IRS, except Department of Labor or other Person involving any Benefit Plan; and (viii) use all reasonable efforts to complete the Project under Construction and continue the Projects under Development, each substantially in accordance with the plans and projections disclosed to the extent set forth Purchaser, or as otherwise permitted with the Purchaser's prior written consent, and each in compliance with applicable law. (b) Except as expressly provided in this Agreement or the respective 2004 Budgets Disclosure Schedule (including without limitation Section 5.01 thereof), between the date of this Agreement and the Closing Date, the Sellers will cause each Company not to do any of the Business, following without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned): (i) except in the ordinary course of business consistent with past practice, create any Encumbrance of any kind on any properties or assets (whether tangible or intangible) of any Company, other than (A) Permitted Encumbrances, (B) Encumbrances that will be released at or prior to the Closing and (C) Encumbrances on assets having a value per Company not exceeding $100,000 and an aggregate amount not exceeding $500,000 for all Companies; (ii) except in the ordinary course of business consistent with past practice (A) sell, assign, transfer, lease or otherwise dispose of or agree to sell, assign, transfer, lease or otherwise dispose of any of the fixed assets of any Company or (B) cancel any indebtedness owed to any Company, in the case of both (A) and (B) above, having an aggregate value, together with any such sale, assignment, transfer, lease, disposition or agreement with respect to the fixed assets of all Companies, exceeding $500,000; (iii) acquire (by merger, consolidation, or acquisition of stock, interests or assets) any Person or division thereof; (iv) except in the ordinary course of business consistent with past practice, (A) incur any indebtedness for borrowed money, (B) issue any debt securities or (C) assume, grant, guarantee or endorse, or make any other accommodation arrangement making any Company responsible for, the Liabilities of any Person (other than another Company), in the case of (A), (B) and (C) above, having an aggregate value for all Companies exceeding $500,000; (v) materially change any method of accounting or accounting practice used by any Company, other than such changes required by GAAP; (vi) issue or sell any additional shares of the capital stock of, interests or other equity interests in, any Company, or securities convertible into or exchangeable for such shares or equity interests, or issue or grant of any options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of such capital stock, such other equity interests, or such securities; (vii) amend any Company's Certificate of Incorporation or By-laws or equivalent organization documents or take any action with respect to liquidation or dissolution of any Company; (viii) redeem any Shares or Membership Interests or pay any dividends or distributions thereon such that the aggregate amount of cash and cash equivalents remaining in the Companies is less than the aggregate amount of resident security deposits at the time of such dividend or distribution; (ix) except for agreements, arrangements or transactions in the ordinary course of business consistent with past practice, enter into any agreement, arrangement or transaction with any Affiliate of the Company; (x) violate, breach or default under in any material respect, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a material violation or breach of, or default under, any term or provision of any License held or used by any of the Companies or any contract to which any of the Companies is a party or by which any of their respective assets and properties is bound; (xi) except where related to the Projects, make capital expenditures or commitments for additions to property, plant or equipment constituting capital assets in an aggregate amount exceeding $250,000; (xii) except to the extent the aggregate value of such agreements does not exceed $100,000 or are terminable by a Company within 60 days of notice and without penalty, enter into any new rental, management, maintenance or other agreement affecting any of the Companies without the prior written consent of the Purchaser; (xiii) make any representation or promise, oral or written, to any officer, employee or consultant of the Companies concerning any Benefit Plan, except for statements as to the rights or accrued benefits of any officer, employee or consultant under the terms of any Benefit Plan; (xiv) make any increase in the salary, wages or other compensation of (A) any officer, employee or consultant of the Companies whose annual salary is or, after giving to such change, would be $100,000 or more, or (B) of any other officer, employee or consultant of any of the Companies except in the ordinary course of business consistent with past practice; (xv) adopt, enter into, amend, modify or terminate (partially or completely) any Benefit Plan except to the extent required by applicable Law and, in the event compliance with legal requirements presents options, only to the extent that the option which such Company reasonably believes to be the least costly is chosen; (xvi) establish or modify any (i) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (ii) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; (xvii) enter into, amend, modify or terminate (partially or completely), any contract that is, or had it been in existence on the date of this Agreement would have been required to be, disclosed in Section 3.14(a)(i) of the Disclosure Schedule; or (xviii) agree to take any of the actions specified in this Section 5.01(b).

Conduct of Business Prior to the Closing. The Seller covenants From the date of this Agreement until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Company (which consent will not be unreasonably withheld or delayed), the Target Companies and agrees that the Remington Holders will (i) conduct the business of the Target Companies in the ordinary course of business consistent with past practice; and (ii) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Target Companies and to preserve the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having business relationships with the Target Companies. Without limiting the foregoing, from the date of the Original this Agreement to until the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Date, except as set forth consented to in Section 5.01 writing by the Company, the Target Companies and the Remington Holders will: (a) cause the Target Companies to preserve and maintain all of their Permits; (b) cause the Disclosure ScheduleTarget Companies to pay their debts, neither Taxes and other obligations when due, unless they are being contested in good faith by appropriate procedures and are payable without penalty or interest; (c) cause the Company nor any Subsidiary has conductedTarget Companies to maintain the properties and assets owned, operated or shall conduct its business, other than used by the Target Companies in the ordinary course same condition as they were on the date of this Agreement, subject to reasonable wear and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall tear; (d) cause the Company and each Subsidiary Target Companies to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) cause the Target Companies to defend and protect their properties and assets from infringement or binders usurpation; (f) cause the Target Companies to perform all of insurance currently maintained their obligations under all Management Contracts and all other Contracts relating to or affecting their revenues, properties, assets, business or prospects; (g) cause the Target Companies to maintain their accounting and corporate books and records in respect accordance with past practice; (h) cause the Target Companies to comply in all material respects with all applicable Laws; and (i) cause the Target Companies not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.08 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants Except as expressly contemplated by this Agreement (including without limitation the Pre-Closing Restructuring Transactions (defined below), the Closing Transactions and agrees that from the date other transactions described as conditions to the consummation of the Original transactions contemplated by this Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Periodspecified in Article VI hereof), except as set forth in Section 5.01 5.1 of the Disclosure ScheduleSchedule or with the prior written consent of Buyer (not to be unreasonably withheld or delayed), neither during the period from the date of this Agreement to the Closing, PFG and PLAC will cause each PennLife Company nor any Subsidiary has conductedto, or shall PFG and SFC will cause each ConLife Company and Services to, and PFG will cause each PFI Company and PCFS to, conduct its businessbusiness and operations according to its ordinary and usual course of business and will use all reasonable efforts consistent therewith to preserve intact and, other than as applicable, maintain in good repair its properties, assets and business organizations, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with policyholders, agents and regulators, in each case in the ordinary course and consistent with the Company's and such Subsidiary's prior practiceof business. Without limiting the generality of the foregoing, and except as described otherwise provided in this Agreement and as set forth in Section 5.01 5.1 of the Disclosure Schedule or with the prior written consent of Buyer (not to be unreasonably withheld or delayed), prior to the Closing, PFG and PLAC will not permit any of the PennLife Companies to, PFG and SFC will not permit any of the ConLife Companies or Services to, and PFG will not permit any of the PFI Companies or PCFS to: (a) propose or adopt any amendment to its Certificate or Articles of Incorporation or Bylaws (or similar organizational documents); (b) except in the ordinary course of business, incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse the obligations of any other Person except for obligations of its Subsidiaries; (i) adopt any new Benefit Plan (including any stock option, stock benefit or stock purchase plan) or amend any existing Benefit Plan in any material respect, except for changes which are less favorable to participants in such plans or as may be required by applicable law or (ii) increase in any manner the rate or terms of compensation of any of its directors, officers, agents or employees, except such increases as are granted in the ordinary course of business consistent with past practice, or enter into any employment, severance or collective bargaining agreement; (d) enter into any agreement with any officer, director, employee, general agent or sales agent of the Companies, Services or PCFS pursuant to which such Persons will be entitled to receive from any Company any Transaction Bonus; (i) sell, transfer or otherwise dispose of any of its property or assets (not including those assets constituting investment securities of the Companies, which are the subject of paragraph (f) below) other than in the ordinary course consistent with past practices and, in any event, if the value of such properties or assets would, individually or in the aggregate, exceed $500,000 or (ii) mortgage or encumber any of its property or assets; (f) except in the ordinary course consistent with past practices, sell, transfer or otherwise dispose of any securities in the Companies' investment portfolios; (g) enter into or terminate any other material agreements, commitments or contracts, except agreements, commitments or contracts made or terminated in the ordinary course of business; (i) split, combine or reclassify the Shares, (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to the Shares, other than those dividends or distributions set forth in Section 5.1(h) of the Disclosure Schedule, (iii) issue, sell or pledge, or authorize or propose the Seller has caused and shall cause issuance, sale or pledge of any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, the Company and each Subsidiary to Shares or any of its capital stock, or (iv) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (i) continue their advertising and promotional activities, and pricing and purchasing policies, except in accordance the ordinary course of business or with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts respect to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available capital projects approved prior to the Purchaser the services of the employees of the Company and each Subsidiarydate hereof, enter into any agreement or commitment involving an aggregate capital expenditure or commitment exceeding $100,000; (Cj) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or that would intentionally result in a breach of the representations and warranties contained in Article III of this Agreement; (k) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (l) materially change any covenant made of the tax or financial accounting methods or practices used by it unless required by GAAP, SAP or applicable law; (m) settle or compromise any claim (including arbitration) or litigation, which after insurance reimbursement involves an amount in excess of $250,000 or otherwise is material to the Company involved or the Companies taken as a whole; (n) file any amended Tax Return or settle or compromise any claim relating to Taxes; (o) make any payment, loan or advance of any amount to or in respect of, or engage in the sale, transfer or lease of any of its property or assets to, or enter into any contract with, any affiliate (other than those dividends or distributions set forth in Section 5.1(h) of the Disclosure Schedule or pursuant to arrangements already in place prior to the date hereof and described in Section 3.25 of the Disclosure Schedule); (p) amend the terms of or terminate any (i) Material Contracts or Reinsurance Agreements (other than an extension of the terms, or termination in accordance with the scheduled termination, of such Material Contract or Reinsurance Agreements expressly required by their terms) or (ii) contracts, agreements or arrangements with any affiliate to cause any change in the cost, services being provided, or term of any such agreements, other than as specifically contemplated by this Agreement; (q) enter into or renew (other than a renewal of such contract expressly required by the Seller terms of such contract) any contract that would be considered a Material Contract or Reinsurance Agreement (including any contracts, agreements or arrangements with any affiliates); (r) engage in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or transaction with any other material contract of the Business; and (vi) not commit to any capital expenditures contractsaffiliate, except to the extent set forth provided in the respective 2004 Budgets this Agreement; or (s) agree to take any of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)foregoing actions.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date hereof until the Closing, or such earlier date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)termination of this Agreement, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyers (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Seller shall, and shall cause the Company to, conduct the business of the Company in the ordinary course of business consistent with past practice, except for matters of first impression, which matters will be conducted consistent with industry practice; and use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (i) cause the Company to use all commercially reasonable efforts to preserve and maintain all of its Permits; (ii) cause the Company to pay its Indebtedness and Taxes when due, and other obligations in the ordinary course consistent with past practices, except for matters of first impression, which matters will be conducted consistent with industry practice; (iii) cause the Company to maintain the material properties and assets owned, operated or used by the Company in substantially the same condition as they were on the date of this Agreement, subject to reasonable wear and tear and damage by casualty excepted; (iv) cause the Company to maintain Inventory at a level that is commercially reasonable and sufficient to satisfy customer orders and written forecasts provided by its customers consistent with past practice and not engage in any program, activity, or other action (including any rebate, discount, chargeback or refund policy or practice) that would reasonably be expected to result, directly or indirectly, in customer purchases that are significantly in excess of normal customer purchasing patterns consistent with past practice during the last twelve (12) months; (v) cause the Company to continue in full force and effect without modification by the Company, all material Insurance Policies, except as required by applicable Law; provided that Seller may cause the Company to procure replacement Insurance Policies providing coverage equal to or greater than the coverage of the Insurance Policies being replaced and for substantially similar or lower premiums; (vi) cause the Company to use commercially reasonable efforts to defend and protect its properties and assets from infringement or usurpation; (vii) cause the Company to perform, in all material respects, all of its obligations under all Material Contracts relating to or affecting its properties, assets or business; (viii) cause the Company to maintain its books and records in accordance with past practice; and (ix) cause the Company to comply in all material respects with all applicable Laws. (b) During the period commencing with the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except with the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed) or as specifically contemplated by this Agreement, the Company shall not: (i) amend the Company’s Organizational Documents; (ii) issue, sell or grant any membership interests or other equity or equity-related interest; (iii) issue, sell or grant, or authorize or propose the issuance, sale or grant of any options, warrants, call rights, convertible securities, commitments or agreements of any character, written or oral, to issue, deliver, sell, or cause to be issued, delivered or sold, any membership interests or other equity interest, profits interest, phantom equity or equity-related interest; (iv) (A) declare, set aside or pay any dividend or any distribution of Company assets other than Cash, (B) redeem, purchase or otherwise acquire directly or indirectly any equity securities of Company; or (C) split, combine or reclassify any membership interests or equity securities of Company; (v) make any expenditure or enter into any commitment or transaction exceeding $100,000 individually, but expressly excluding customer orders or pricing offers; (vi) except as provided in Section 7.02(g), enter into any new, or terminate or renew, or amend, waive, modify or violate in any material respect the terms of any Material Contract (or any Contract that would have been a Material Contract had such Contract been entered into prior to the date hereof); (vii) (A) transfer or license to any Person any rights to any Company Intellectual Property or enter into any agreement with respect to any Company Intellectual Property with any Person, (B) buy or license any Intellectual Property or enter into any agreement with respect to the Intellectual Property of any Person with a value in excess of $100,000 in any individual case, (C) enter into any agreement with respect to the development of any Intellectual Property with a third party, or (D) terminate, fail to renew, abandon, cancel, let lapse, or fail to continue to prosecute or defend any material Company Intellectual Property; (viii) except as set forth in Section 5.01(b) of the Seller Disclosure Schedule or as required by applicable Law, or by any applicable contract or Benefit Plan existing on the date hereof, enter into any new, or amend, terminate, renew or fail to maintain any existing, employment, severance, consulting or salary continuation agreements, Benefit Plan or any other plan, agreement or arrangement that would be a Benefit Plan if in effect as of the date hereof, with or for the benefit of any employee; (ix) other than Bonuses pursuant to Section 5.10, grant or agree to grant any increases in the compensation, perquisites or benefits (whether through the payment of, or agreement to pay, bonus amounts or otherwise) to any employee, consultant or director except for increases to employees in the ordinary course of business and except as provided for in any contracts or plans in effect on the date hereof; (x) except in the ordinary course of business, hire, offer to hire or terminate any employees, or encourage any employees to resign from the Company, provided, however, that Seller shall provide Buyers with prior written notice of any such hiring or termination and each current or future employee, if any, shall be and remain an “at will” employee as of the Closing Date; (xi) acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any Person or otherwise acquire any material assets in excess of $50,000, other than Inventory, in the ordinary course of business; (xii) enter into any Contract to purchase or sell any interest in real property or grant any security interest in Real Property; (xiii) except as set forth in Section 5.01(b) of the Seller Disclosure Schedule, incur or guarantee any Indebtedness or issue or sell any debt securities or guarantee any Indebtedness or other obligations of others, or create or permit any Encumbrance over any of its assets; (xiv) revalue any of its assets (whether tangible or intangible), including writing off notes or accounts receivable, settle, discount or compromise any accounts receivable, or reverse any reserves other than in the ordinary course of business and consistent with past practice, except for matters of first impression, which matters will be conducted consistent with industry practice; (xv) except as set forth in Section 5.01(b) of the Seller Disclosure Schedule with respect to Wintac, grant any loans to others or purchase any debt securities of others or amend the terms of any outstanding loan agreement; (xvi) engage in or enter into any material transaction or commitment, or relinquish any material right outside the ordinary course of business consistent with past practice, except for matters of first impression, which matters will be conducted consistent with industry practice; (xvii) initiate or settle any litigation involving (A) a payment in any one individual matter in excess of $200,000, except as otherwise covered by insurance; provided that any such settlement is for monetary damages only and the Company obtains a full release of all claims underlying the litigation or (B) patent or other Intellectual Property; (xviii) except with respect to any related party transactions, pay, discharge or satisfy, in an amount in excess of $200,000 individually, any claim, liability, loan or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Balance Sheet; (xix) except as required by applicable Law, make or change any Tax election, adopt or change any Tax accounting method, enter into any closing agreement or Tax ruling, settle or compromise any material Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to claim a material Tax refund or file any amended Tax Return with respect to the Company, unless such amended Tax Return has been provided to Buyers for review within a reasonable period prior to the due date for filing and Buyers has consented to such filing (which consent shall not be unreasonably withheld, conditioned or delayed); (xx) except as required by applicable Law or GAAP, adopt or change the Company’s accounting policies or procedures, including with respect to reserves for excess or obsolete Inventory, doubtful accounts or other reserves, depreciation or amortization policies or rates, billing and invoicing policies, or payment or collection policies or practices; (xxi) take any willful action that would result in any of the conditions to the Closing set forth in Article VII not being satisfied or that would delay their satisfaction; (xxii) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; or (xxiii) offer to discuss entering into, negotiate entering into, authorize the entrance into, or enter into any Contract to do any of the foregoing.

Conduct of Business Prior to the Closing. The Seller covenants From the date of this Agreement until the Closing, except as otherwise provided in this Agreement or any other Transaction Document or consented to in writing by AINC (which consent will not be unreasonably withheld or delayed), the Remington Companies and agrees that the Bennetts will: (i) conduct the business of the Remington Companies in the ordinary course of business consistent with past practice; and (ii) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Remington Companies and to preserve the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having business relationships with the Remington Companies. Without limiting the foregoing, from the date of the Original this Agreement to until the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Date, except as set forth consented to in Section 5.01 writing by AINC, the Remington Parties will and will cause the Remington Companies to: (a) preserve and maintain all of their Permits; (b) pay their debts, Taxes and other obligations when due, unless they are being contested in good faith by appropriate procedures; (c) maintain the Disclosure Scheduleproperties and assets owned, neither operated or used by the Company nor any Subsidiary has conducted, or shall conduct its business, other than Remington Companies in the ordinary course same condition as they were on the date of this Agreement, subject to reasonable wear and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to tear; (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Cd) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) defend and protect their properties and assets from infringement or binders usurpation; (f) perform all of insurance currently maintained their obligations under all Management Contracts and all other Contracts relating to or affecting their revenues, properties, assets, or prospects; (g) maintain their accounting and corporate books and records in respect accordance with past practice, except as otherwise required by Law or as a result of the Company, each Subsidiary and the Business and Project Management Transactions; (Dh) preserve their current relationships comply in all material respects with their customers, suppliers and other Persons with which they have had significant business relationshipsall applicable Laws; and (ivi) not engage in any practice, take any action, fail to take or permit any action or enter into any transaction which could reasonably be expected to that would cause any representation or warranty of the Seller changes, events or conditions described in Section 3.08 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The (a) Seller covenants Parent and agrees that Seller covenant and agree that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Schedule 5.1(a)(A) or (iii) with the prior written consent of Buyer, from the date hereof to Closing, (A) the business of each Company (and the maintenance of their respective books, accounts and records, inventory levels) shall be conducted only in the ordinary course of business and in compliance with all Laws, Environmental Laws and Permits, (B) the obligations of each Company shall be paid or performed when due, (C) to use its commercially reasonable efforts to cause the present business organization and business relationships and customer relationships of each Company to be preserved and their respective rights and operations to be maintained, (D) each Company shall continue to make such capital expenditures pertaining to the business of such Company as are reasonably consistent with the capital expenditure budget of the Original Agreement Companies attached hereto as Schedule 5.1(a)(B) (the "Capital Expenditure Budget") and the past practice of the Company, (E) each Company shall use reasonable efforts to retain the Closing Date services of their respective officers and key employees and maintain relationships with their respective officers and key employees, (orF) each Company shall use reasonable efforts to maintain and keep their properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, (G) each Company shall use reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained and (H) each Company shall collect their receivables only in the ordinary course of business and in the same manner as previously collected; and (i) None of the Companies shall amend its organizational documents; (ii) None of the Companies shall (A) declare, set aside, make or pay any dividend or other distribution payable in cash, shares of capital stock or property with respect to such Company's shares of capital stock; (B) redeem, purchase or otherwise acquire directly or indirectly any Company's shares of capital stock (including the Aladdin SubsidiariesShares) or other ownership interests of any Company; (C) issue, during transfer, sell, pledge, dispose of or encumber any shares of capital stock (including the Relevant PeriodShares) or other ownership interests of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock (including the Shares) or other ownership interests of shares of any class of capital stock of any Company; or (D) split, recapitalize, combine or reclassify the capitalization of any Company; (iii) None of Seller Parent, Seller or any Company or any of their respective Affiliates shall (A) adopt, establish, enter into any new employee benefit plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date of this Agreement or amend or terminate any Company Plan, except for changes required by applicable Law, (B) increase any compensation or fringe benefit of, or enter into or amend any employment, severance, termination or similar agreement or arrangement with any Company Employees, except for normal increases in base salary in the ordinary course of business, and the payment of cash bonuses to Company Employees pursuant to and consistent with existing plans or programs to the extent such increases or bonuses are accrued and set forth in Schedule 5.1(b)(iii), (C) loan or advance any money or other property to any Company Employee, or (D) grant any equity or equity-based awards to any Company Employee; (iv) None of the Companies shall acquire, sell, lease or dispose of any material assets of any Company, except as set forth may be expressly contemplated by this Agreement and except for the purchase and sale of inventory in Section 5.01 the ordinary course of business; (v) None of the Disclosure ScheduleCompanies (as applicable) shall: (i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit in the ordinary course of business; (ii) assume, neither guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Company nor obligations of any Subsidiary has conductedother Person except in the ordinary and usual course of business consistent with past practice in an immaterial amount; (iii) make any loans, advances or capital contributions to, or shall conduct its businessinvestments in, any other Person other than in the ordinary and usual course and of business consistent with past practice and that shall not exceed US$75,000 individually or US$375,000 in the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practiceaggregate; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in mortgage, pledge, sell, transfer, dispose of or otherwise subject to any practiceEncumbrance any of its material assets, take tangible or intangible, or create any actionEncumbrance of any kind with respect to any such asset; provided, fail however, that notwithstanding anything to take any action the contrary set forth herein, the Companies shall have the right to repay or enter into any transaction which could reasonably be expected to cause any representation or warranty obtain forgiveness of the Seller to be untrue or result debt obligations set forth in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and Schedule 5.1(b)(v); (vi) not commit None of the Companies shall acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein or extend any credit to or purchase any capital expenditures contractsdebt obligation of any Person; (vii) None of the Companies shall adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, except to merger, consolidation, restructuring, recapitalization or other reorganization; (viii) None of the extent set forth Companies shall change any of the accounting methods, policies or practices used by it unless in the respective 2004 Budgets determination of the BusinessCompanies' independent accountants such change is required by GAAP; (ix) None of the Companies shall, without the prior written consent of the Purchaser Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) (A) make any Tax election or take any position on any Tax Return filed on or after the date of this Agreement or adopt any method therein that is materially inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods, (B) change any annual Tax accounting period, (C) enter into any Tax sharing agreement, (D) enter into any settlement or compromise of any Tax liability, (E) file any amended Tax Return with respect to any Tax, (F) enter into any closing agreement relating to any Tax, or (G) surrender any right to claim a Tax refund if, and to the extent that, such election, adoption, change, amendment, agreement, settlement, surrender, compromise, amendment, consent or other action could have a material adverse effect to Peabody, Buyer or any of the Companies; (x) Except with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, none of the Companies shall enter into any contract, agreement or understanding that, if in existence on the date hereof, would constitute a Material Contract or, change, waive or otherwise modify or terminate any Material Contract; provided that the Companies shall be permitted to agree to changes or modifications to agreements for the supply of coal of to the extent such changes or modifications are of a nature that are in the ordinary course of business and are not materially adverse to any of the Companies; (xi) None of the Companies shall (A) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or (B) waive, release or transfer any rights of material value, in each case of (A) or (B), other than in the ordinary course of business; (xii) None of the Companies shall settle or compromise any action, claim, case, litigation, proceeding or investigation by or before any Governmental Authority or arbitration tribunal (whether or not commenced prior to the date of this Agreement) other than any settlement or compromise relating to any matter (other than a matter relating to or affecting Tax which is governed by (ix) above) that involves a non-material monetary payment or a non-monetary obligation or restriction that does not restrict or adversely affect in any manner the conduct of the business or operation of any Company; (xiii) None of the Companies shall enter into any new line of business in which any Company is not engaged as of the date hereof; (xiv) None of the Companies shall enter into any transaction, agreement or arrangement with Seller Parent, Seller or any of their respective Affiliates (other than any Company); (xv) Except (i) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, or (ii) where such expenditure is required in the best interest of the Companies (in the reasonable judgment of Seller) in cases where time is of the essence in order to respond to events adversely affecting the Companies' operations not foreseen in the Capital Expenditure Budget, and which such expenditures do not exceed US$75,000 individually or US$375,000 in the aggregate, and prompt notice of such expenditure is given to Buyer, none of the Companies shall incur or commit to make capital expenditures, other than in accordance with the Capital Expenditure Budget; and (xvi) None of the Companies shall authorize or enter into an agreement or commitment to do any of the foregoing.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that (a) Except as set forth on Schedule 7.5(a) or as approved by the Purchaser in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement until the Original earlier of the termination of this Agreement in accordance with its terms or the Closing, the Sellers shall cause the Company to: (i) conduct their business in the Ordinary Course of Business; (ii) do or cause to be done all things necessary to preserve, renew and keep in full force and effect their respective rights, licenses, permits, privileges and franchises, in each case which are material to the Closing Date conduct and the operations of the Business; (oriii) use commercially reasonable efforts to materially comply with Applicable Laws; (iv) use commercially reasonable efforts to preserve intact their present business organizations, their present executive officers and key employees and their commercial relationships with respect customers, clients, players suppliers, distributors, licensors, licensees, and others having business dealings with them; (v) use commercially reasonable efforts to maintain their assets and properties, including Fixed Assets, in good repair, order and condition, ordinary wear and tear excepted; (vi) use commercially reasonable efforts to maintain in full force and effects their insurance policies (with substantially the Aladdin Subsidiariessame levels of coverage), and in the event of casualty, loss or damage to any material assets, repair, replace such assets with assets of comparable quality, as the case may be; and (vii) implement all health, safety, and other measures that are required by applicable Governmental Authorities to protect the health and safety of Company employees and other Persons on the Leased Real Property relating to COVID-19. (b) Except as set forth on Schedule 7.5(b) or as approved by the Purchaser in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Relevant Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Closing, the Sellers shall cause the Company not to: (i) acquire or agree to acquire in any manner (whether by merger or consolidation, the purchase of an equity interest in or a material portion of the assets of or otherwise) any business or any corporation, partnership, association or other business organization or division thereof of any other Person, in each case, other than the acquisition of assets in the ordinary course of business; (ii) adopt any material amendments to their respective Organizational Documents; (iii) sell or otherwise dispose of any material assets outside of the Ordinary Course of Business; (iv) effect any merger, consolidation, recapitalization, reclassification, stock split or like change in its capitalization; (v) enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”), except unless the terms of such Affiliate Transaction, when viewed together with any related Affiliate Transactions, are not materially less favorable to the Company, as set forth the case may be, than those that could be obtained in Section 5.01 a comparable transaction at the time of such transaction in arm’s length dealings with a Person who is not an Affiliate; provided, however, that the foregoing shall not apply to transactions between the Company and any wholly-owned Subsidiary or between any wholly-owned Subsidiary and any other wholly-owned Subsidiary; (vi) issue or sell (x) any equity or voting interests of the Disclosure ScheduleCompany, neither or (y) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating the Company nor to issue, deliver or sell any Subsidiary has conductedequity or voting interests of the Company; (vii) make any declaration, setting aside or shall conduct its businesspayment of any dividend or other distribution or capital return in respect of any equity interests in the Company or any redemption, repurchase or other acquisition of any interest in the Company; (viii) make any capital expenditures in excess of $100,000 (other than any capital expenditures contemplated by the capital expenditure budget of the Company in existence on the date hereof as provided to the Purchaser); (ix) destroy or abandon any material portion of their property or assets, other than in the Ordinary Course of Business; (x) incur, create, assume or otherwise become liable for any Company Debt, other than (x) trade accounts payable and short-term working capital financing, capital leases, interest rate, swap, currency or other hedging agreements, purchase money indebtedness, or the deferred purchase price of property, assets or services in each case, incurred in the ordinary course of business and consistent (y) Company Debt permitted to be incurred, created or assumed under the Company Credit Facility; provided that the incurrence of any Company Debt pursuant to this clause (y) shall not affect the calculation of the Estimated Closing Consideration pursuant to Section 2.3 or excuse compliance with the Company's and such Subsidiary's prior practice. Without limiting the generality condition of the foregoingSection 6.1(h); (xi) allow or incur any Encumbrances on its property or assets, other than Permitted Encumbrances; (xii) make any material change to its accounting principles, except as described in Section 5.01 may be required by GAAP or Applicable Law; (xiii) adopt any plan of the Disclosure Scheduleliquidation, the Seller has caused and shall cause the Company and each Subsidiary to dissolution, amalgamation or other reorganization; or (ixiv) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably agreement to take, or cause to be expected to cause taken, any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent actions set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditionedthis Section 7.5(b).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall: (a) preserve and maintain all of its material Permits; (b) pay its debts, Taxes and other material obligations when due; (c) maintain the properties and material assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and material assets from infringement or usurpation; (f) perform in all material respects its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; and (h) comply in all material respects with all applicable Laws. Notwithstanding the foregoing, Parent and Merger Sub acknowledge and agree that (i) nothing contained in this Agreement shall be construed to give Parent or Merger Sub, directly or indirectly, rights to control or direct the Company’s operations prior to the SPAC Merger Closing, (ii) prior to the SPAC Merger Closing, the current directors and officers of the Company shall exercise complete control and supervision of its operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Merger Sub shall be required with respect to any matter to the extent the requirement of such consent would, upon the advice of the Company’s counsel, violate any applicable Law, be inconsistent with the requirements of any Governmental Authority, or violate any contractual obligation to which the Company is a party.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Group Company shall (a) conduct the business of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Group Companies in the ordinary course Ordinary Course of Business; and consistent (b) use all commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Group Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company's and such Subsidiary's prior practiceGroup Companies. Without limiting the generality of the foregoing, except as described in Section 5.01 from the date hereof until the Closing Date, each Group Company shall: (a) preserve and maintain all of the Disclosure Scheduleits Permits, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, other than expiration in accordance with past practice; the terms thereof; (iib) pay its debts, Taxes and other obligations when due; (c) not shorten accelerate any receivables or lengthen the customary payment cycles for delay paying any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization outside of the Ordinary Course of Business; (d) not cancel or waive rights of substantial value; (e) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear and in the Ordinary Course of Business; (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Cf) continue in full force and effect without material modification all existing policies Insurance Policies and all Benefit Plans, except as required by applicable Law or binders of insurance currently maintained as mutually consented to with Buyer in respect connection with the consummation of the CompanyTransactions; (g) defend and protect its properties and assets from infringement or usurpation; (h) perform all of its obligations under all Contracts relating to or affecting its properties, each Subsidiary assets or business; (i) maintain its books and the Business and records in accordance with past practice; (Dj) preserve their current relationships comply in all material respects with their customers, suppliers and other Persons with which they have had significant business relationshipsall applicable Laws; and (ivk) not engage take or permit any action that would cause any of the changes, events or conditions described in Section 5.8 to occur, except in the Ordinary Course of Business. Notwithstanding anything in this Section 7.1 to the contrary, the Group Companies may distribute cash to the Shareholders to the extent that, after giving effect to such distribution, the amount obtained by subtracting the Estimated Closing Company Transaction Expenses from the Current Assets exceeds the Target NWC Amount. Without in any practice, take way limiting any action, fail to take any action party’s rights or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in obligations under this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase parties understand and agree that (i) nothing contained in this Agreement shall give Buyer, directly or any other material contract indirectly, the right to control or direct the business operations of the Business; Group Companies prior to the Closing and (viii) not commit to any capital expenditures contracts, except prior to the extent set forth in Closing, the respective 2004 Budgets Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)business.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise expressly provided in Section 5.01 this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall, and shall cause Timco to (x) conduct the Timco Business in the Ordinary Course of Business of Timco, and (y) use reasonable best efforts to maintain and preserve intact the Disclosure Schedulecurrent organization and business of Timco and to preserve the rights, neither goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Timco. Notwithstanding anything to the Company nor any Subsidiary has conductedcontrary in this Agreement, the parties hereby acknowledge and agree that between the date hereof 31 and the Closing, or contemporaneously with the Closing, the Sellers shall conduct cause Timco and its businessAffiliates to (i) declare, other than set aside and otherwise distribute all cash and cash equivalents held by or in the ordinary course name of Timco or any of its Affiliates to the Sellers, and consistent with (ii) transfer, distribute and assign all Excluded Assets and Excluded Liabilities to the Company's and such Subsidiary's prior practiceSellers. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser extent expressly provided in this Agreement, from the services date hereof until the Closing Date, Sellers shall: (a) cause Timco to preserve and maintain all of its Permits; (b) cause Timco to pay its debts, Taxes and other obligations when due other than to the employees extent Timco is disputing such debts, Taxes or other obligations in good faith; (c) cause Timco to maintain the Timco Assets in the same condition as they were on the date of the Company this Agreement, subject to reasonable wear and each Subsidiary, tear; (Cd) cause Timco to continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Legal Requirements; (e) cause Timco to defend and protect the Timco Assets from infringement or binders usurpation; (f) cause Timco to perform all of insurance currently maintained its obligations under all Contracts relating to or affecting the Timco Assets or the Timco Business; (g) cause Timco to maintain its Books and Records in respect accordance with past practice; (h) cause Timco to comply in all material respects with all applicable Legal Requirements; (i) cause Timco not to (A) transfer the employment of any employee or terminate the Company, each Subsidiary employment of any employee (unless for cause); (B) hire any individual who would be required to be included on Schedule 4.23(a) (unless required to replace an individual whose employment been terminated as permitted herein) and on the Business and same or lesser compensation terms as such individual who has been replaced; (C) enter into or adopt any Plan; (D) preserve their current relationships amend or take any other action with their customersrespect to any Plan (including but not limited to acceleration of vesting or waiver of performance criteria), suppliers and other Persons except as required to comply with which they have had significant business relationshipsany Legal Requirements; (ivE) not engage increase the compensation payable to or to become payable to any manager, officer, director, employee or contractor of Timco, except for increases in salary or wages payable or to become payable upon promotion to an office having greater operational responsibilities or otherwise in the Ordinary Course of Business; or (F) grant any practiceseverance or termination pay (other than pursuant to the severance policies of Timco as in effect on the date of this Agreement) to, take any action, fail to take any action or enter into any transaction which could reasonably be expected employment or severance agreement with, any manager, officer, director, employee or contractor of Timco, either individually or as part of a class of similarly situated persons; and (j) cause Timco not to take or permit any action that would cause any representation or warranty of the Seller changes, events or conditions described in Section 4.7 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedulethis Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld, neither the Company nor any Subsidiary has conductedconditioned, or shall delayed), Sellers and the Companies shall: (a) conduct its business, other than the Business in the ordinary course of business; (b) use commercially reasonable efforts to maintain the goodwill of the Business and consistent preserve intact the current organization, business and franchise of the Companies and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators, Governmental Authorities and others having business relationships with the Company's Companies; (c) cause the Business to continue to materially comply with all Laws applicable to the Business; and (d) use their best efforts, with the cooperation of Buyer and such Subsidiary's prior practice. its Affiliates, to submit or initiate the process required obtain any necessary DEA registrations, amendments, notifications (including pre-Closing notifications) or renewals, and any necessary State wholesale distributor and controlled substance licenses, amendments, notifications (including pre-Closing notifications) or renewals to effectuate the continuation of the Business that may be required due to a change in ownership or control. (e) Without limiting the generality of the foregoing, except (i) as described contemplated by or necessary to effectuate the Contemplated Transactions, (ii) as required by applicable Law, or (iii) as set forth in Section 5.01 6.01 of the Disclosure ScheduleSchedules, during the Seller has caused and shall cause period from the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any date of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available this Agreement to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the BusinessClosing Date, without the prior written consent of the Purchaser Buyer (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed), Sellers and the Companies will not: (A) issue, sell, deliver, redeem or purchase any of the equity securities of the Companies, or grant or enter into any options, warrants, rights, agreements or commitments with respect to the issuance of the securities of the Companies, or amend any terms of any such equity securities or agreements, in each case except for issuances of securities upon the exercise of outstanding options and warrants and redemptions or purchases pursuant to the terms of existing agreements or contracts of the Companies; (B) other than with respect to Service Bonuses, materially increase the rate of compensation or benefits of, or pay or agree to pay any benefit to, present or former members, managers, directors or officers of the Companies, except as may be required by any existing Benefit Plan or any agreement, policy, program or arrangement of the Companies, or that would be deemed a Transaction Expense; (C) except as required to maintain qualification pursuant to the Code or as required by Law or by the terms of any Benefit Plan, adopt, enter into, amend, alter or terminate any Benefit Plan (including any award issued thereunder); (D) except as may be required by Law, existing Contract, any contract that relates to a Service Bonus, or that would be deemed a Transaction Expense, materially increase the compensation payable to any executive employee of the Companies; (E) sell, lease, transfer or otherwise dispose of any material capital assets, real, personal or mixed, or mortgage or create any Encumbrance on, any material properties or assets, whether real or personal, other than Permitted Encumbrances; (F) acquire or agree to acquire by merging or consolidating with, or by purchasing the stock or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the Companies, taken as a whole, other than in connection with the purchase or lease of capital equipment; (G) effectuate a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) of employees of the Companies; (H) incur any Indebtedness for borrowed money or make any capital investment in, or loans or advances to any Person, or make any guaranty for the benefit of any Person; (I) incur or modify in any respect the terms of any Indebtedness for borrowed money, except for Indebtedness owed by a Company, on the one hand, to the other Company, on the other hand; (J) other than with respect to the Pre-Closing Reorganization, merge or consolidate with or into any other Person or dissolve or liquidate any Company; (K) (1) cancel or compromise any debt or claim or waive or release any material right of any Company, (2) accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business or (3) delay or accelerate payment of any account payable in advance of its due date or the date such Liability would have been paid in the ordinary course of business; (L) make any capital expenditures in excess of $50,000 individually, or $100,000 in the aggregate; (M) amend, waive any material term of, terminate, enter into (other than in the ordinary course of business) or give notice of any such action with respect to any Material Contract or Real Property Lease; (N) with respect to the Real Property Leases, fail to comply with the terms of the Real Property Leases, including failing to meet any of the applicable Company’s maintenance obligation under the governing agreement, or failing to maintain the Real Property in the condition and repair required under the terms of the applicable Real Property Lease; (O) amend, modify, supplement replace, cancel or terminate any Real Property Lease or enter into any real property lease, sublease, license, use and occupancy or similar agreement; (P) purchase, or agree, to purchase any real estate or fee interest therein; (Q) make a material change in its financial, cash management, Tax or accounting principles, methods, policies or practices; (R) cancel, compromise or settle any material claim, or waive or release any material rights of any Company; (S) other than with respect to the Pre-Closing Reorganization, (1) make, revoke or change any election with respect to Taxes, (2) settle or compromise any Tax audit, claim, or assessment or any Liability for Taxes, (3) file any amendment to a Tax Return, (4) enter into any closing agreement or obtain any Tax ruling or seek to change any Tax accounting period, (5) surrender any right to claim a refund of Taxes, (6) consent to any extension or waiver with respect to any Tax claim, assessment, or Liability or (7) prepare or file any Tax Return in a manner inconsistent with past practice; (T) grant to any Person any license, sublicense, covenant not to xxx, immunity, authorization, consent, release, waiver or other right with respect to any Company Intellectual Property (other than non-exclusive licenses granted to customers, suppliers and independent contractors of any Company in the ordinary course of business) or sell, assign, transfer or convey to any Person any rights to any Company Intellectual Property; (U) amend or modify the Organizational Documents of any Company; (V) take or fail to take any action that, individually or in the aggregate, would result in a Material Adverse Effect; or (W) agree, whether in writing or otherwise, to do any of the foregoing. (f) Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that, prior to Closing, AvKARE will transfer the Med-Surg Business to AvMEDICAL, LLC, and any such transfer shall not be prohibited by this Section 6.01.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of the Original Agreement to hereof until the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Date, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Seller shall, and shall cause the Acquired Companies to, (x) conduct their business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact their current organization, business and franchise and to preserve the rights, franchises, goodwill and relationships of any employees, customers, lenders, suppliers, regulators and others having business relationships with Acquired Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) cause the Acquired Companies to preserve and maintain all of their Permits; (b) cause the Acquired Companies to pay their debts, Taxes and other obligations when due; (c) cause the Acquired Companies to maintain the properties and assets owned, operated or used by them, including those for use in the Plant, in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause the Acquired Companies to continue in full force and effect without modification all Insurance Policies, except as required by Law; (e) cause the Acquired Companies to defend and protect their properties and assets from infringement or usurpation; (f) cause the Acquired Companies to perform all of their obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Acquired Companies to maintain their books and records in accordance with past practice; (h) cause the Acquired Companies to comply in all material respects with all Laws; and (i) cause the Acquired Companies not to take or permit any action that would cause a Material Adverse Effect.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that During the period from the date of the Original Agreement hereof to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contractsClosing, except to the extent set forth otherwise authorized by Buyer in writing or by the provisions hereof, Seller will arrange that: (a) the business of the Companies will be conducted only in the respective 2004 Budgets ordinary course of business; (b) no change will be made in the certificate of incorporation or by-laws of the BusinessCompanies; (c) the Companies will not issue additional shares of capital stock; (d) the Companies will not permit or allow any of their assets to be sold, without transferred, leased or otherwise disposed of, except in the prior consent ordinary course of business or pursuant to Company Agreements; (e) the Companies will not grant any increase in salaries or commissions payable or to become payable to any executive of the Purchaser Companies, except normal increases in salaries and commissions in accordance with Companies' existing compensation practice or pursuant to Benefit Plans or Company Agreements; (which consent f) the Companies will not agree, whether in writing or otherwise, to do any of the foregoing or to take any action described in clauses (a) through (g) of the second sentence of Section 2.1.7; and (g) the Companies will use their reasonable efforts to preserve the business organization and management structure of the Companies intact. Notwithstanding any other provision hereof, the Companies may distribute or dividend all of their cash and equivalents to their stockholders and incur intercompany indebtedness at or prior to the Closing and, prior 37 30 to the Closing, Seller may continue to manage the Companies' cash through intercompany accounts and cash management arrangements consistent with past practices, and any such action shall not be unreasonably withheld, delayed or conditioned)give rise to any breach of a representation and warranty made herein.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by Beneficiary (which consent shall not be unreasonably withheld or delayed), the Contributors shall cause the Companies to use their reasonable commercial efforts to: (x) conduct the business of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Companies in the ordinary course and of business consistent with past practice; and (y) maintain and preserve intact the Company's current organization, business and such Subsidiary's prior practicefranchise of the Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companies. Without limiting the generality of foregoing, from the foregoingdate hereof until the Closing Date, except as described in Section 5.01 otherwise contemplated by this Agreement or with the consent of the Disclosure ScheduleBeneficiary not to be unreasonably withheld, delayed or conditioned, the Seller has caused and Contributors shall cause the Company Companies to use their reasonable commercial efforts: (a) to preserve and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any maintain all of their payables Permits; (b) to pay their debts, Taxes and other obligations when due; (c) to maintain the properties and assets owned, operated or receivables; used by the Companies in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (iiid) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) to defend and protect its properties and assets from infringement or binders usurpation; (f) to perform all of insurance currently maintained their obligations under all Contracts relating to or affecting its properties, assets or business; (g) to maintain their books and records in respect accordance with past practice; (h) to comply in all material respects with all applicable Laws; (i) to cause the employees of the Company, each Subsidiary and Companies to continue in their employment with the Business and Companies; and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivj) not engage in any practice, take any action, fail to take or permit any action or enter into any transaction which could reasonably be expected to that would cause any representation or warranty of the Seller changes, events or conditions described in Section 4.08 to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or the Disclosure ScheduleCoinsurance Agreement or consented to in writing by Buyer, neither the Company nor any Subsidiary has conductedSeller shall, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to Group to, (ix) continue their advertising and promotional activities, and pricing and purchasing policies, conduct the business of the Company Group in accordance the ordinary course of business consistent with past practicepractice (including collecting receivables and paying payables as they become due and in compliance with all applicable Laws); and (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iiiy) use their best efforts to (A) maintain and preserve intact their the current organization, business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees franchise of the Company Group and each Subsidiaryto preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company Group. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (Ca) not adopt, modify or propose any material change in the governance or other organizational documents of the Company Group; (b) cause the Company Group to preserve and maintain all of its material Permits; (c) cause the Company Group to pay its debts, Taxes and other obligations when due unless validly contested; (d) cause the Company Group to maintain the properties and assets owned, operated or used by the Company Group in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear and dispositions of assets in the ordinary course of business consistent with past practices; (e) cause the Company Group to continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (f) cause the Company Group to take commercially reasonable actions to defend and protect its properties and assets from infringement or binders usurpation; (g) cause the Company Group to perform all of insurance currently maintained in respect its material obligations under all Contracts relating to or affecting its properties, assets or business; (h) cause the Company Group to properly maintain its books and records; (i) cause the Company Group to not materially change the employment relationship with any Key Employee; (j) cause the Company Group to comply with all applicable Laws and the terms of all Benefit Plans; (k) cause the Company Group not to take or permit any action that would cause any of the Companychanges, each Subsidiary events or conditions described in Section 3.08 to occur; (l) cause the Company Group to take commercially reasonable actions to maintain in full force and the Business and effect any Company IP Registration; and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (ivm) not engage in implement any practice, take any action, fail to take any action facility closings or enter into any transaction which employee layoffs that could reasonably be expected to cause any representation or warranty of implicate the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)WARN Act.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) Between the date of this Agreement and the Original Agreement to Closing, unless the Closing Date Purchaser shall otherwise agree in writing, the Sellers and the Target Companies shall, and the Sellers shall cause the Target Companies to: (or, with respect to i) conduct the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 Business of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than Target Companies only in the ordinary course and of business consistent with past practice; (ii) use their commercially reasonable efforts to (A) preserve the Company's present business operations, organization (including officers and employees) and goodwill of the Target Companies and the Business and (B) preserve the present relationships with Persons having business dealings with the Target Companies and the Business (including customers and suppliers); (iii) maintain in the ordinary course of business consistent with past practice (A) all of the assets and properties of, or used by, the Target Companies and the Business in their current condition, ordinary wear and tear excepted (or in the case of the Leased Real Property, use commercially reasonable efforts to cause the applicable landlord to do so), and (B) insurance upon all of the properties and assets of the Target Companies and the Business in such Subsidiary's prior amounts and of such kinds comparable to that in effect on the date of this Agreement; (iv) (A) maintain the books, accounts and records of the Target Companies in the ordinary course of business consistent with past practice. , (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations of the Target Companies and the Business; and (v) comply in all material respects with all applicable Laws. (b) Without limiting the generality of the foregoing, except as described otherwise expressly provided in Section 5.01 this Agreement or with the prior written consent of the Disclosure SchedulePurchaser, the Seller has caused Sellers and the Target Companies shall not, and the Sellers shall cause the Company and each Subsidiary to Target Companies not to: (i) continue their advertising and promotional activitiesdeclare, and pricing and purchasing policiesset aside, make or pay any dividend or other distribution, other than any dividend or distribution payable in cash, in accordance respect of the capital stock of, or other ownership interests in, any of the Target Companies or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, any of the Target Companies; (ii) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other securities of, or other ownership interests in, any of the Target Companies or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of, or other ownership interests in, any of the Target Companies; (iii) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of any of the Target Companies, or amend the terms of any outstanding securities of any of the Target Companies; (iv) amend the Organizational Documents of any of the Target Companies; (v) (A) increase the salary or other compensation of any director, officer or employee of any of the Target Companies, except for normal year-end increases in the ordinary course of business, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for or with past practiceany of the directors, officers, employees, agents or representatives of any of the Target Companies or otherwise modify or amend or terminate any such plan or arrangement or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any managers, directors or officers of any of the Target Companies (or amend any such agreement to which any of the Target Companies is a party); (vi) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; (ii) not shorten except in the ordinary course of business, pay, repay, discharge, purchase, repurchase or lengthen the customary payment cycles for satisfy any Indebtedness of any of their payables the Target Companies; or receivables; (iii) use modify the terms of any Indebtedness or other liability (other than with respect to Taxes settled or compromised); (vii) subject to any lien or otherwise encumber or, except for Permitted Liens, permit, allow or suffer to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, any of the Target Companies; (viii) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, any of the Target Companies, other than in the ordinary course of business; (ix) enter into or agree to enter into any merger or consolidation with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities, of any other Person; (x) cancel or compromise any debt or claim (other than with respect to Taxes) or waive or release any material right of any of the Target Companies except in the ordinary course of business; (xi) enter into any commitment for capital expenditures of any of the Target Companies in excess of $100,000 for any individual commitment and $250,000 for all commitments in the aggregate, except for those capital expenditures included in the capital expenditure budget previously provided to Purchaser; (xii) introduce any material change with respect to the operation of the Business or any of the Target Companies, including any material change in the types, nature, composition or quality of its products or services, or, other than in the ordinary course of business, make any change in product specifications or prices or terms of distributions of such products or services or change its pricing, discount, allowance or return policies or grant any pricing, discount, allowance or return terms for any customer or supplier not in accordance with such policies except for leases entered into or terminated in the ordinary course of business consistent with past practice; (xiii) enter into any transaction or enter into, modify or renew any Contract with respect to the Business which by reason of its size, nature or otherwise is not in the ordinary course of business; (xiv) except for transfers of cash pursuant to normal cash management practices in the ordinary course of business, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Related Parties; (xv) make a change in its financial accounting reporting principles, methods or policies; (xvi) make, change or revoke any material Tax election of the Target Companies or make any material change in their best efforts methods of Tax accounting that would affect the Target Companies for taxable periods ending after the Closing Date; except in each case as required by applicable Law or except for such actions taken in the ordinary course of business; (xvii) enter into any Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of any of the Target Companies to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (xviii) terminate, amend, restate, supplement or waive any material rights under any Material Contract, lease for any Leased Real Property, any Permit or IP License, other than in the ordinary course of business; (xix) settle or compromise any pending or threatened legal proceeding or any claim or claims for, or that would result in a loss of revenue of, an amount that could, individually or in the aggregate, reasonably be expected to be greater than $200,000; (xx) take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement; and agree to do anything (A) preserve intact their business organizations and the business organization of the Businessprohibited by this Section 5.1, (B) keep available which would make any of the representations and warranties of the Sellers in this Agreement or any of the Ancillary Agreements untrue or incorrect in any material respect or could result in any of the conditions to the Purchaser the services of the employees of the Company and each Subsidiary, Closing not being satisfied or (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could that would be reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in have a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Material Adverse Effect.

Conduct of Business Prior to the Closing. (a) The Seller covenants and BOC ---------------------------------------- Group agrees that from that, between the date of the Original Agreement to hereof and the Closing Date (orDate, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or Business shall conduct its business, other than be conducted in the ordinary course and consistent in all material respects with the Company's and such Subsidiary's prior past practice. Without limiting the generality of the foregoing, except as described in Section 5.01 5.01(a) of the Disclosure ScheduleSchedule or as otherwise expressly contemplated by this Agreement and the Ancillary Agreements. (b) The BOC Group agrees that, between the Seller has caused date hereof and shall cause the Company and each Subsidiary to Closing Date, (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen it will cause the customary payment cycles for any of their payables or receivables; (iii) BOC Companies to use their reasonable best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) to keep available to the Purchaser the services of the employees of the Company Business and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect to preserve the current relationships of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their its customers, suppliers and other Persons persons with which they have had the Business has significant business relationshipsrelationships and (ii) it will cause each Subsidiary to transfer any Excluded Assets held by it to another Person (other than another Subsidiary) and will cause all Excluded Liabilities to which any Subsidiary is subject to be satisfied or assumed by another Person (other than another Subsidiary); (iv) not engage in any practiceprovided, take any actionhowever, fail that the form, substance and structure of each of such transfers will be subject to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty the approval of the Seller Purchaser, which approval may not be unreasonably withheld so long as the proposed form, substance and structure of such transfers does not adversely affect the tax planning of the Purchaser or otherwise impose liability (whether or not contingent) upon the Purchaser or the Business. If any such transfer of Excluded Assets and Excluded Liabilities shall not have been completed on or prior to the Closing Date, the parties shall use all reasonable efforts to complete such transfer as promptly as practicable following the Closing Date. (c) The BOC Group agrees that, between the date hereof and the Closing Date, it will cause the BOC Companies to cooperate and consult with the Purchaser with respect to information technology matters and, unless the Purchaser shall request otherwise, cause the "AIM 2000" program to be untrue or result carried out in a breach accordance with its terms and cause the funding of any covenant made by such program to be maintained at current levels. (d) Notwithstanding anything to the Seller in this Agreement; (vcontrary herein, except as set forth on Schedule 5.01(d) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the BusinessDisclosure Schedule, without the prior written consent of the Purchaser (Purchaser, which consent shall not be unreasonably withheld, delayed between the date hereof and the Closing Date, the BOC Group shall not, and shall not permit any BOC Company to: (i) amend the certificate of incorporation or conditionedby-laws or other equivalent organizational document of any Subsidiary, or permit any Subsidiary to merge or consolidate, or obligate itself to do so, with or into any other entity; (ii) issue or sell any shares of capital stock of, or other equity interests in, any Subsidiary, or securities convertible into or exchangeable for such shares or equity interests or sell or transfer any Assets or any assets of any Subsidiary, except for sales of assets in the ordinary course of business consistent with past practice; (iii) permit any Subsidiary to declare, set aside, make or pay any dividend or other distribution, payable in stock, property or otherwise (other than in cash), with respect to any of its capital stock; (iv) establish or increase the benefits under any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or otherwise increase the compensation payable or to become payable to any directors, officers or employees of any BOC Company whose services are substantially devoted to the Business, except in the ordinary course of business consistent with past practice or as may be required by Law or by existing contractual arrangements; (v) enter into any employment or severance agreement with any of its employees whose services are substantially devoted to the Business or establish, adopt or enter into any collective bargaining agreement covering employees whose services are substantially devoted to the Business except in the ordinary course of business consistent with past practice or as may be required by Law or by existing contractual arrangements; (vi) permit any Subsidiary to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company, other business organization or any division thereof; (vii) permit any Subsidiary to (A) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than another Subsidiary), or make any loans or advances, except in the ordinary course of business consistent with past practice in an aggregate amount not in excess of US$1,000,000, (B) issue any debt securities or (C) otherwise incur any indebtedness for borrowed money in an aggregate amount in excess of US$25,000,000 (all of which indebtedness shall, in any event, be repaid as of or prior to the Closing or, with the written consent of the Purchaser, be deemed an Excluded Liability); (viii) authorize or make any capital expenditure for the Business that is not provided for in the Capital Expenditures Budget attached hereto as Exhibit 5.01(d)(viii); (ix) permit any BOC Company to make a purchase commitment of the Business inconsistent with past practice or in excess of the normal, ordinary and usual requirements; (x) enter into or amend any contract, agreement, commitment or arrangement with respect to any matter set forth in this Section 5.01(d); (xi) permit any sale, transfer, lease or other disposition of any of the Transferred Assets (other than the sale of assets immaterial to the Business or inventory in the ordinary course of business), or enter into any other transaction, contract or commitment not in the ordinary course of business consistent with past practice; (xii) permit any Subsidiary to mortgage, pledge or subject to any Encumbrance (other than Permitted Encumbrances) any of its properties, or permit any other BOC Company to mortgage, pledge or subject to any Encumbrance (other than Permitted Encumbrances) any of the Transferred Assets, except in each case in the ordinary course of business consistent with past practice; (xiii) discharge or satisfy any material Encumbrance or pay or satisfy any material obligation or liability (fixed or contingent) or compromise, settle or otherwise adjust any material claim or litigation; (xiv) permit any transfer, grant or modification of, or enter into any settlement regarding the breach or infringement of, any Intellectual Property rights relating to the Business; (xv) permit any alteration in the customary practices of the Business with respect to the pricing of its products or offer to any customer of the Business special discounts or rebates in excess of those existing under current agreements with such customer; (xvi) permit any alteration in the payment or collection terms or the customary practices of the Business with respect to the collection of receivables or the payment of payables; (xvii) enter into any non-competition agreement placing limitations on the conduct of the Business; (A) fail to maintain all of its assets and properties in their current condition, normal wear and tear excepted, or (B) fail to maintain insurance upon all of such properties in such amounts and of such kinds substantially comparable to that in effect on the date hereof on such properties and with respect to such operation with insurers of the same or better financial condition; (xix) fail to maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years or fail to comply with any contractual or other third party obligations applicable to the operation of the Business; (xx) terminate, cancel, surrender, modify, amend, assign or give notice of its intention to terminate, cancel, surrender, modify, amend or assign any lease relating to any Leased Real Property; or (xxi) agree to do any of the foregoing. (e) Between the date hereof and the Closing Date, the Business shall be conducted in compliance with all Laws and Governmental Orders applicable to the Business (as such Laws and Governmental Orders are interpreted as of the date of the conduct in question by the relevant Governmental Authority).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise explicitly provided in this Agreement; (v) not amend or waive any provision of , explicitly provided in the Chicago Stock Purchase Merger Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or delayed), Seller and ExchangeCo shall, and shall cause the Company Group to, (x) conduct the business of the Company Group in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company Group and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company Group. Without limiting the foregoing, from the date hereof until the Closing Date, except as otherwise explicitly provided in this Agreement, explicitly provided for in the Merger Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed)., Seller and ExchangeCo shall cause the Company Group: (a) to preserve and maintain all of its Permits; (b) to pay its debts, Taxes and other obligations when due; (c) to maintain the properties and assets owned, operated or used by the Company Group in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) to take commercially reasonable action to defend and protect its properties and assets from infringement or usurpation; (f) to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) to maintain its books and records in accordance with past practice; (h) to comply in all material respects with all applicable Laws; (i) to not (and cause its Representatives to not) disparage, criticize, defame or impugn the character of Buyer or its Representatives in any fashion or otherwise take any action which could reasonably be expected to adversely affect Buyer or its Representatives’ personal or professional reputations; (j) not enter into, renew, amend, or extend any Contract (A) with any new or existing customer or supplier of the Company Group if the term of such Contract will end thirty (30) days or more thereafter or (B) if all such new, renewed, amended or extended Contracts would impose, in the aggregate, an obligation of more than One Hundred Thousand Dollars ($100,000) on the Company Group; and (k) not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occur; provided, however, that nothing in this Section 5.01 shall be interpreted as limiting in any way the right of Seller or ExchangeCo to cause the Company Group to either: (i) sell all of the issued and outstanding common shares of Last Call Analytics, Inc. or all of the assets and liabilities of Last Call Analytics, Inc. to a third-party buyer, in each case if the Company Group does not incur or assume any Liabilities in connection with such sale; and/or (ii) wind-up the business of and dissolve Last Call Analytics, Inc. if the Company Group does not incur or assume any Liabilities in connection with such wind-up. Securities Purchase Agreement 60 Project Acorn

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date hereof until the Closing, (i) except as otherwise provided in this Agreement, the Schedules or any Ancillary Agreements, (ii) consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), or (iii) in connection with the COVID-19 Measures, the Companies shall, and shall cause the Company Group Members to use commercially reasonable efforts to conduct the business of the Original Agreement to Company Group Members in the Closing Date (orOrdinary Course, including with respect to maintaining and preserving the Aladdin SubsidiariesBusiness (including distribution and promotion of the Products consistent in all material respects with past practice, maintaining inventory levels for the Products that are normal for the time of year (taking into account product sales during the Relevant Periodpreceding 12 months), maintaining consistent pricing for the Products and foregoing any exceptional promotional or clearance activities); and (y) use commercially reasonable efforts to maintain and preserve intact the current organization and business of the Company Group Members and to preserve the rights, goodwill and relationships of their employees, Distributors, lenders, suppliers, regulators and others having business relationships with the Company Group Members. Without limiting the foregoing, except as set forth in Section 5.01 of on Schedule 5.1, from the Disclosure Schedule, neither date hereof until the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure ScheduleClosing Date, the Seller has caused and Companies shall use commercially reasonable efforts to: (a) cause the Company Group Members to preserve and each Subsidiary maintain the material Permits necessary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of conduct the Business, ; (Bb) keep available to the Purchaser the services of the employees of cause the Company Group Members to pay their debts, Taxes and each Subsidiaryother obligations when due; (c) cause the Company Group Members to maintain the material properties and material assets owned, operated or used by the Company Group Members in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (Cd) cause the Company Group Members to continue in full force and effect without material modification all existing policies Insurance Policies (or binders replacements thereto), except as required by applicable Law; (e) cause the Company Group Members to defend and protect their material properties and assets from infringement or usurpation; (f) cause the Company Group Members to perform all of insurance currently maintained their material obligations under all Contracts relating to or affecting their properties, assets or business; (g) cause the Company Group Members to maintain their books and records in respect accordance with past practice; (h) cause the Company Group Members to comply in all material respects with all applicable Laws; and (i) cause the Company Group Members not to take or permit any action that would cause any of the Companychanges, each Subsidiary and events or conditions described in Section 3.9 to occur. If the Business and (D) Company Group Members make any filings to preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail or maintain the material Permits necessary to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of conduct the Business, without the prior consent Company Group Members shall promptly provide a copy of such filings to Buyer and keep the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Buyer reasonably informed as to the status of such filings.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall, and Seller shall and shall cause the Company to, (x) conduct the ACFP Business in the ordinary course of business consistent with past practice; (y) maintain the ACFP properties and other assets in good working condition (normal wear and tear excepted); and (z) use commercially reasonable best efforts to maintain and preserve intact the current organization and business and franchise of each ACFP Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers and others having business relationships with any ACFP Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company and Seller shall: (a) cause each ACFP Company to preserve and maintain all of its material Permits, including all Permits related to liquor and alcohol; (b) cause each ACFP Company to pay its debts, Taxes and other obligations when due; (c) cause each ACFP Company to maintain in all material respects the properties and assets owned, operated or used by such ACFP Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) cause each ACFP Company to continue in full force and effect all Insurance Policies, except as required by applicable Law; (e) cause each ACFP Company to perform all of its material obligations under all Material Contracts to which such ACFP Company is a party; (f) cause each ACFP Company to maintain its books and records in accordance with past practice; (g) cause each ACFP Company to comply in all material respects with all applicable Laws; (h) maintain a minimum balance of $3,000,000 in the ACFP Company Bank Accounts; (i) maintain the terms of employment of the ACFP Continuing Executives and the ACFP Continuing Officers, including the annual base salary or wages and incentive compensation opportunities of such individuals, unless otherwise consented to in writing by Buyer; and (j) cause each ACFP Company not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) Between the date of this Agreement and the Original Closing Date, except (i) as expressly required by or permitted in this Agreement (including consummation of the Internal Reorganization in accordance with Section 6.19), (ii) as set forth on Schedule 6.1(a)-1 of the Disclosure Schedules, (iii) for any Capital Expenditures for the capital projects set forth on Schedule 6.1(a)-2 (subject to compliance with Section 6.1(d)), or (iv) as required by applicable Law (including any Public Health Measures, subject to the limitations in ‎Section 5.12(a)), and unless the Buyer shall otherwise consent in writing (the foregoing exceptions, the “Interim Exceptions”), the Seller shall cause the Company Entities to: (A) operate their business in the ordinary course of business in all material respects consistent with past practices and in accordance with generally accepted industry standards (for the avoidance of doubt, subject to ‎Section 6.8); (B) use their respective commercially reasonable efforts to preserve, maintain and protect in all material respects their business organization and to preserve in all material respects goodwill and the present commercial relationships with key Persons with whom they do business; and (C) maintain their assets and properties materially consistent with past practice. (b) Between the date of this Agreement and the Closing Date, except as permitted by the Interim Exceptions or with the prior written consent of the Buyer, neither (x) the Seller nor its Affiliates will (and the Seller shall cause its Affiliates not to), with respect to any Business Employee, the Collective Bargaining Agreements or any Company Employee Plan, as applicable, nor (y) any of the Company Entities will (and the Seller shall cause the Company Entities not to): (i) amend its limited liability company agreement, certificate of incorporation, bylaws or equivalent Constituent Documents; (ii) (A) issue, pledge, suffer any Encumbrance on, assign, transfer or sell any Equity Interests of any of the Company Entities, or other rights of any kind to acquire or subscribe for any such Equity Interests; or (B) split, combine, subdivide, redeem or reclassify, or purchase or otherwise acquire, or make any commitments to do any of the foregoing with respect to any Equity Interests of any of the Company Entities; (iii) (A) acquire any Equity Interests in any corporation, partnership, limited liability company, other business organization or division thereof, or all or substantially all of the assets, of another Person, in a single transaction or a series of related transaction, (B) merge or consolidate with any other Person; (C) make any investment in any other Person or business (other than a Company Subsidiary); (D) enter into any joint venture, partnership or similar venture with any Person; or (E) otherwise form any Subsidiary, other than wholly-owned Subsidiaries in connection with Identified CapEx Projects or Agreed CapEx Projects; (iv) adopt, approve or implement a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Company Entities; (v) sell, assign, transfer, license, create any Encumbrance (other than Permitted Encumbrances) on, lease or sublease, abandon, permit to lapse or otherwise dispose of: (A) any material assets (other than Intellectual Property), in a single transaction or a series of related transactions, other than (I) inventory or supplies in the ordinary course of business consistent with past practice, (II) pursuant to Contracts in force on the date hereof and made available to the Buyer, (III) dispositions of obsolete or immaterial assets (at or above the fair market value thereof), or (IV) transfers solely among Company Entities; or (B) any material Intellectual Property, or disclose such to any Person (other than pursuant to written confidentiality agreements in the ordinary course of business consistent with past practice or to recipients who are bound by professional or fiduciary obligations of non-disclosure), or allowed to fall into the public domain, any trade secrets or other material confidential information; (vi) except for any dividend or distribution by a Company Entity to another Company Entity or otherwise in accordance with ‎Section 6.1(c), declare, set aside or pay any stockholder or member or other Equity Interest holder any dividend or other distribution (whether in cash, Equity Interests or other assets or combination thereof) in respect of any Equity Interests or otherwise make any payments to the holders of Equity Interests of any Company Entity; (vii) (A) incur any indebtedness for borrowed money, other than short-term indebtedness, intercompany indebtedness or letters of credit incurred in the ordinary course of business or borrowings under existing credit facilities; (B) make any loans or advances to any other Person, other than loans and advances to Company Subsidiaries or employees consistent with past practice; or (C) take any action that would cause the applicable Company Entity to amend, waive, consent to or modify any provision under the Thermal Note Purchase Agreement or the ECP Uptown Note Purchase Agreement or the notes issued and other documentation entered into thereunder in a way that would make such provision more restrictive on such Company Entity under any of the foregoing than prior to giving effect to such amendment, waiver, consent or modification; (viii) amend or modify in any material respect (including of payment terms), cancel, terminate or initiate the termination of, or waive or assign any material right, claim or benefit under, any Material Contract, Easement or lease with respect to Leased Real Property or enter into a Contract which, had it been entered into prior to the date hereof, would have been a Material Contract or lease with respect to Leased Real Property; provided, however, that the Company Entities may, solely in the ordinary course of business, (x) allow any Material Contract or lease with respect to Leased Real Property to expire or renew in accordance with its terms or (y) enter into new Contracts in replacement of existing Material Contracts, or otherwise extend or renew such Material Contracts, in each case of this clause (y), that have expired in accordance with its terms prior to the date hereof or is scheduled to expire in accordance with its terms within six months after the date hereof, but only on terms that are not materially less favorable to any Company Entity than such expiring Material Contract; (ix) pay, discharge, release, compromise, settle (or offer or propose to settle) or satisfy any litigation, arbitration, proceeding, claim, Liability or other Action, other than (A) that would not result in any Liability to the Company Entities in excess of $2,000,000 in the aggregate, unless reserved therefor or reflected on the balance sheets included in the Interim Financial Statements, or (B) that would not impose any material non-monetary Liabilities or material restrictions on, or other material relief against, any Company Entity; (x) implement or announce any layoffs, furloughs, reductions in force, reductions in compensation, hours or benefits, material work schedule changes or similar actions that could implicate the WARN Act; (xi) waive or release any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement, or other restrictive covenant obligation of any current or former Business Employee or independent contractor providing services to the Company Entities; (xii) (A) transfer the employment or engagement of any employee or independent contractor (I) into the Company Entities, other than the Union Business Employees or (II) out of the Company Entities; or (B) reassign or materially modify the job duties of (I) any Business Employee, such that he or she is no longer a Business Employee, or (II) any other employee of Seller, its Affiliates or the Company Entities such that he or she will be a Business Employee; (xiii) (A) increase (except for normal salary increase in the ordinary course of business consistent with past practice) or decrease the compensation opportunities of any Business Employee; (B) establish, adopt, enter into, amend, modify or terminate any material Company Employee Plan (or any benefit or compensation plan, program, policy, Contract, agreement or arrangement that would be a Company Employee Plan if in effect as of the date hereof), other than for changes applicable under such a Company Employee Plan to similarly-situated employees who are not Business Employees and which do not materially increase the Business’ costs with respect to such Company Employee Plans; (C) except as required by the terms of the applicable Company Employee Plan or underlying award agreement, take any action to accelerate the vesting, funding or timing of payment of any benefits or compensation payable to or to become payable to any Business Employee; (D) grant, announce, promise or enter into any employment, severance, bonus, consulting, retention, retirement, equity or equity-based or other compensation agreement with any Business Employee or current or former directors, officers, employees, stockholders or individual service providers of any of the Company Entities other than grants consistent with those to similarly-situated employees who are not Business Employees; (E) hire, engage, terminate (other than terminations for cause), furlough, or temporarily layoff the employment or service of any Business Employee or director, officer, employee or individual service provider of the Company Entities whose annual base compensation is in excess of $150,000; (xiv) negotiate, modify, extend, terminate, or enter into any Labor Agreement or recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any Business Employees, except solely with respect to such actions permitted or required under ‎Section 6.15(b) hereof; (xv) (A) except as may be required by GAAP or by applicable Law, make any material changes to its accounting (including Tax accounting) methods; or (B) make, change or revoke any material election relating to Taxes, change any Tax accounting period or method of accounting, enter into any agreement, compromise or settlement with any taxing authority relating to any audit, proceeding or other Action relating to Taxes or any Tax Liability, file any amended Tax Return that would result in the Buyer or any Company Entity incurring or paying Taxes in a taxable period beginning after the Closing, surrender any right to claim any Tax refund, offset or other reduction in a Tax Liability; (xvi) incur or pay any Capital Expenditures, except for (A) Identified CapEx Projects or Agreed CapEx Projects (subject in each case to compliance with Section 6.1(d)), (B) Capital Expenditures that are in the ordinary course and do not exceed $2,000,000 individually or $13,000,000 in the aggregate, (C) reasonably required in the event of an emergency, disaster, catastrophe or other similar emergency condition to protect life, employee safety, property or the environment or comply with public health requirements applicable thereto or (D) required to be incurred and paid under the express terms of any Material Contract; or (xvii) authorize, agree, resolve, commit or consent to any of the foregoing. (c) Notwithstanding the foregoing, the Company Entities may use all available cash (i) to pay any Indebtedness or Transaction Expense payees prior to Closing, (ii) for Identified CapEx and Agreed CapEx, subject to ‎Section 6.1(d), and (iii) for distributions or dividends to their equity holders, in each case, to the extent permitted by and in accordance with each Note Purchase Agreement and any other agreement evidencing indebtedness for borrowed money of the Seller and its Affiliates (including the Company Entities); provided, that the Seller shall cause the Company Entities to collectively hold in bank accounts in the name of one or more Company Entities, as of immediately prior to the Closing, cash on-hand in an aggregate amount equal to at least $10,000,000.00 (the “Minimum Cash Amount”). (d) From and after the date hereof until the Closing Date, the Seller shall, and shall cause the Company Entities to, incur and pay those Capital Expenditures for (i) the capital projects set forth on Schedule 6.1(a)-2 of the Disclosure Schedules (each such capital project an “Identified CapEx Project” and collectively, the “Identified CapEx Projects”) in accordance with the budgeted Capital Expenditures set forth opposite such Identified CapEx Project thereon and the plan related to such Identified CapEx Project (the budget and plan, collectively, the “Identified CapEx Plan”) and (ii) the capital projects that (A) are not Identified CapEx Projects, (B) are submitted by Seller to Buyer in writing, and approved in writing, together with a mutually agreed budget, by Buyer following the date hereof and prior to the Closing Date (oreach such capital project an “Agreed CapEx Project” and, with respect to collectively the Aladdin Subsidiaries“Agreed CapEx Projects” and the budget and plan for each such Agreed CapEx Project, during collectively, the Relevant Period“Agreed CapEx Plan”), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policiesif any, in accordance with past practicethe applicable Agreed CapEx Plan; (ii) not shorten provided, that in no event shall the Seller, unless otherwise agreed by the Buyer in writing, commit to, incur or lengthen the customary payment cycles pay for any of their payables or receivables; Capital Expenditures in connection with (iiix) use their best efforts to (A) preserve intact their business organizations and the business organization any Identified CapEx Project that are in excess of the Businessaggregate amount budgeted for such Identified CapEx Project in the Identified CapEx Plan for the applicable period by (I) $2,000,000 or (II) $5,000,000, when taken together with the aggregate amount by which Capital Expenditures for all other Identified CapEx Projects exceeds the aggregate amount budgeted for such Identified CapEx Projects in the applicable Identified CapEx Plans for the applicable period (B) keep available to such $5,000,000 aggregate excess threshold, the Purchaser the services “Identified Excess Threshold”); provided, further, that, for purposes of this clause (x)(II), Buyer’s consent shall be required for each incremental $1,000,000 of aggregate Capital Expenditures in excess of the employees Identified Excess Threshold; or (y) any Agreed CapEx Project that are in excess of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect aggregate of the Companyamount budgeted for such Agreed CapEx Project in the Agreed CapEx Plan for the applicable period by (I) $2,000,000 or (II) $5,000,000, when taken together with the aggregate amount by which Capital Expenditures for all other Agreed CapEx Projects exceeds the aggregate amount budgeted for such Agreed CapEx Projects in the applicable Agreed CapEx Plans for the applicable period (such $5,000,000 aggregate excess threshold, the “Agreed Excess Threshold”); provided, further, that, for purposes of this clause (y)(II), Buyer’s consent shall be required for each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage incremental $1,000,000 of aggregate Capital Expenditures in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty excess of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Agreed Excess Threshold.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 this Agreement or consented to in writing by 4Front, the Company shall (and the Shareholder shall cause the Company to) (x) conduct the business of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course of business consistent with past practice; and consistent (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of from the Disclosure Scheduledate hereof until the Closing Date, the Seller has caused Company shall (and the Shareholder shall cause the Company and each Subsidiary to to): (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (Aa) preserve intact their business organizations and maintain all of its Permits (including, without limitation, the business organization Licenses); (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of the Businessthis Agreement, subject to reasonable wear and tear; (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (Cd) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or binders usurpation; (f) perform all of insurance currently maintained its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) use reasonable best efforts to produce cannabis and cannabis products that meet or exceed the relevant testing standards under applicable Laws, and to transfer and deliver such products to 4Front (or its designated Affiliate) in such amounts and at such times as may be mutually determined by 4Front and the Company, subject to compliance with applicable Laws; and (i) comply in all material respects with all applicable Laws. In addition, from the date hereof until the Closing, except as consented to in writing by 4Front, the Company shall not (and the Shareholder shall cause the Company not to): (1) amend the Company Charter Documents; (2) issue, sell or otherwise dispose of, or create or permit any Encumbrance on, any of the Shares, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Shares; (3) declare or pay any distributions on or in respect of any of the Shares, or redeem or repurchase any of the Shares; (4) materially change any method of accounting or accounting practice of the Company, except as required by GAAP; (5) materially change the Company’s cash management practices, or its policies, practices or procedures with respect to inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses and/or deferral of revenue; (6) enter into any Contract, or terminate, amend or modify any Contract to which the Company is a party as of the date hereof; (7) incur, assume or guarantee any Indebtedness, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (8) transfer, assign, sell or otherwise dispose of any of the assets held by the Company as of the date hereof (including, without limitation, by transferring, assigning, selling or otherwise disposing of any cannabis products or inventory to any party other than 4Front and its Affiliates); (9) create or permit any Encumbrance upon any of the Company’s or 00 Xxxxxxx Xxxxxx LLC’s properties or assets, tangible or intangible, except for a Permitted Encumbrance; (10) grant any bonuses, whether monetary or otherwise, or increase any wages, salary, severance, pension or other compensation or benefits payable to the Company’s current or former employees, officers, managers, independent contractors or consultants; (11) hire or promote any employee, except to fill a vacancy in the ordinary course of business; (12) adopt, modify or terminate any: (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a union, in each Subsidiary and case whether written or oral; (13) enter into a new line of business, or abandon or discontinue any existing line(s) of business; (14) adopt any plan of merger, consolidation, reorganization, liquidation or dissolution, or file of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Business and filing of any bankruptcy petition against it under any similar Law; (D15) preserve their current relationships purchase, lease or other acquire the right to own, use or lease any property or assets for an amount in excess of $10,000, individually or $50,000 in the aggregate, except for purchases of inventory or supplies in the ordinary course of business consistent with their customerspast practice; (16) acquire by merger or consolidation with, suppliers and or by purchase of a substantial portion of the assets, stock or other Persons with which they have had significant equity of, or by any other manner, any business relationships; or any Person or any division thereof; (iv17) not engage in make, change or rescind any practiceTax election, amend any Tax Return or take any position on any Tax Return, take any action, fail omit to take any action or enter into any other transaction which could reasonably be expected that would have the effect of increasing the Tax liability or reducing any Tax asset of 4Front in respect of any Post-Closing Tax Period; or (18) enter into any Contract to cause do any representation or warranty of the Seller to be untrue foregoing, or any action or omission that would result in a breach any of any covenant made by the Seller foregoing. Notwithstanding anything else contained in this Section 5.01 or otherwise in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or parties expressly agree that the Company may, and the Shareholder may cause the Company to, transfer any and all Permits and other material contract of the Business; and (vi) not commit assets related to a proposed Marijuana Retailer location at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx, including all appeal rights relating to any capital expenditures contractszoning decisions in respect thereof, except and 4Front and Merger Sub hereby release, on behalf of themselves and all of their Affiliates, all claims to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned).same. 4817-8152-4729.10 25

Conduct of Business Prior to the Closing. The Seller covenants (a) Sellers covenant and agrees agree that from between the date of the Original Agreement to hereof and the Closing Date (orDate, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither they shall cause the Company nor any Subsidiary has conducted, or shall to (i) conduct its business, other than business in the ordinary course and consistent with its prior practice, and (ii) use its best efforts to collect any Indebtedness owed to it by any stockholder of the Company's and such Subsidiary's prior practice. Without limiting , provided, however, that Purchaser may offset from the generality Purchase Price payable to any Seller any sums not so collected as of the foregoingClosing Date. (b) Sellers covenant and agree that prior to the Closing Date, except as described in Section 5.01 of the Disclosure Scheduleand without making any commitment on Purchaser's behalf, the Seller has caused and shall they will cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best all reasonable efforts to (A) preserve substantially intact their business organizations and the business organization of the BusinessCompany, (B) to keep available to the Purchaser the services of the employees of the Company and each Subsidiaryto preserve the current relationships of the Company with its customers, suppliers and other persons with which the Company has significant business relationships. (Cc) Sellers covenant and agree that prior to the Closing Date, they will cause the Company to maintain its Books and Records in the usual, regular and ordinary manner consistent with past practices; to use all reasonable efforts to continue in full force and effect without material modification all existing the policies or binders of insurance currently maintained listed in Section 2.21 of the Disclosure Schedule or comparable substitute policies and will promptly notify Purchaser of any cancellation or non-renewal of such insurance; and to use all reasonable efforts to maintain all of the Company's Assets and Properties in good repair, working order and operating condition (subject only to ordinary wear and tear). (d) Sellers covenant and agree that prior to the Closing Date, they will not permit the Company to amend its charter or by-laws or merge or consolidate or sell all or substantially all of its Assets and Property, or obligate itself to do so, with or into or to any other entity, without the prior written consent of Purchaser. (e) Sellers covenant and agree that prior to the Closing Date, they will cause the Company to (i) comply with all material applicable Laws, (ii) file all foreign, federal, state and local Tax Returns required to be filed and make timely payments of applicable Taxes when due (taking into account any duly obtained extensions); and (iii) take all reasonable actions necessary to be in compliance with, and to maintain the effectiveness of, all material Licenses. (f) Sellers covenant and agree that without the prior written consent of Purchaser, they will not permit the Company prior to the Closing Date to: (i) change its Tax or accounting methods, principles or practices, except to the extent (with respect to accounting matters) required by GAAP and concurred in by the Company's independent accountants; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of the Companycapital stock (or other equity interests) of the Company or any other securities or redeem, each Subsidiary and repurchase or otherwise acquire any equity securities; (iii) revalue any of its assets, including, without limitation, writing off notes or accounts receivable, other than in the Business and (D) preserve their current relationships ordinary course of business consistent with their customers, suppliers and other Persons with which they have had significant business relationships; past practice; (iv) establish or increase any bonus, insurance, severance, termination, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plans, or otherwise increase the compensation payable or to become payable to any directors, officers or employees of the Company, except salary increases as may be required by law, salary increases to non-officers in the ordinary course of business consistent with past practice and not engage in excess or $25,000 per annum in the aggregate; (v) enter into any employment or severance agreement with any of its directors, officers or employees (whether new hires or existing employees) or establish, adopt or enter into any collective bargaining agreement or adopt or amend any Benefit Plan; (vi) create, incur, assume, maintain or permit to exist any Lien on any Asset or Property of the Company other than Permitted Liens; (vii) except for borrowings under the Revolving Credit Facility in the ordinary course of business consistent with past practice, create, incur or assume any Indebtedness for borrowed money, including obligations in respect of capital leases, or guarantee any Indebtedness for borrowed money or any other obligation of any other Person; (viii) pay or discharge any material claim, Liability or Lien (whether absolute, accrued, contingent or otherwise), or waive any right, other than in the ordinary course of business consistent with past practice or pursuant to binding contractual obligations of the Company in existence on the date hereof; (ix) hire any new employees, agents or consultants at an annual base salary in excess of $50,000; (x) authorize or make any capital expenditure in excess of an aggregate of $25,000; (xi) issue or agree to issue any shares of its capital stock or securities exercisable or exchangeable for or convertible into such capital stock; (xii) become a party to any agreement which, if it existed on the date hereof, would be required to be listed in the Disclosure Schedule, or amend or terminate any material Contact; (xiii) dispose of or acquire any material Assets or Properties; (xiv) abandon, modify, waive, terminate or otherwise change any of the Licenses described in Section 2.20 of the Disclosure Schedule; (xv) settle or compromise any material claims against the Company, provided that Purchaser's consent to settle or compromise the State of Florida sales tax audit disclosed pursuant to Section 2.11 of the Disclosure Schedule and the legal proceedings disclosed as items (1) and (2) on Section 2.12 of the Disclosure Schedule shall not be unreasonably withheld; reasonableness in this regard will be determined consistent with the amounts reserved for such matters in the Audited Financial Statements; (xvi) take any action, fail action or course of action inconsistent with compliance with the covenants and agreements contained in this Agreement; or (xvii) take or agree to commit to take any action or enter into any transaction which could reasonably be expected to cause that would make any representation or warranty of the Seller Sellers contained herein inaccurate in any material respect at the Closing or omit to be untrue take any action necessary to prevent any such representation or result warranty from being inaccurate in a breach of any covenant made by material respect at such time or which would diminish the Seller in this Agreement; (v) not amend or waive any provision value of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Company as a going concern.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller otherwise provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of writing by the Purchaser (which consent shall not be unreasonably withheldwithheld or delayed), delayed the Company shall, and Parent and Seller shall use reasonable best efforts to cause the Company to, (x) conduct the business of the Company in the Ordinary Course of Business; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company, except for any failure to so preserve or conditioned)maintain such organization, business or franchise of the Company or otherwise preserve such rights and other matters that would not be reasonably expected to have a Material Adverse Effect .. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall, and Parent and Seller shall use reasonable best efforts to cause the Company to: (i) preserve and maintain all of the Company’s material Permits; (ii) pay the Company’s debts, Taxes and other material obligations when due; (iii) maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (iv) continue without material modification all fire and casualty insurance policies that the Company maintains on the date of this Agreement, except as required by applicable Law; (v) defend and protect the Company’s material properties and assets from infringement or usurpation in substantially the same manner as the Company has defended and protected such properties and assets prior to the date of this Agreement; (vi) perform in all material respects all of the Company’s obligations under all material Contracts relating to or affecting the Company’s properties, assets or business; (vii) maintain the Company’s books and records in accordance with past practice; (viii) comply in all material respects with all applicable Laws; and (ix) not agree or commit to do any of the foregoing.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as otherwise required by applicable Law, provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause Company and Sub to, (x) conduct the business of Company and Sub in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization and business of Company and Sub, and to preserve the goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Company or Sub, in each event as reasonably determined in the Company’s business judgment consistent with past practice, and subject to any limitations set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice6.8. Without limiting the generality of the foregoing, except as described in Section 5.01 of from the Disclosure Scheduledate hereof until the Closing Date, the Seller has caused and shall shall: (a) cause the Company and each Subsidiary Sub to preserve and maintain all of its Permits; (ib) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the cause Company and each SubsidiarySub to pay their debts, Taxes and other obligations when due; (Cc) cause Company and Sub to continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (d) cause Company and Sub to maintain their books and records in accordance with past practice; (e) cause Company and Sub to use commercially reasonable efforts to defend and protect their properties and assets from infringement or binders unauthorized use; (f) cause Company and Sub to perform in all material respects all of insurance currently maintained their obligations under all Material Contracts; (g) cause Company and Sub to comply in respect all material respects with all applicable Laws; and (h) cause Company and Sub not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.8 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from the date of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except Except as set forth in on Section 5.01 5.1 of the Disclosure ScheduleSchedules, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller provided in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit as consented to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser writing by Buyer (which consent shall not be unreasonably withheldwithheld or delayed), delayed from the date hereof until the Closing, (a) Sellers shall, and shall cause the Company to: (i) conduct the Business of the Company in the ordinary course of business; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, Business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having business relationships with the Company; and (b) Sellers shall not cause or conditioned)permit the Company to take any action that would cause any of the changes, events or conditions described in Section 3.8 to occur. Stock Purchase Agreement - 41 5.2 Access to Information; Investigation; Inventory and Accounting Books. 5.2.1 From the date hereof until the Closing, Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company or the Business, including all samples, reports, data and other information in the Company’s or its Representatives’ possession in connection with the Facility Renovations; (b) furnish Buyer and its Representatives with all interim financial and sales reports prepared on a regular basis by the Company and with all other financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Sellers, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.2 shall be submitted or directed exclusively to the Company executive officers or such other individuals as Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Sellers’ reasonable discretion: (x) cause significant competitive harm to Sellers or the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. From the date hereof until the Closing, without the prior written consent of Sellers’ Representative, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company concerning the transactions contemplated by this Agreement.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Parties shall, (x) conduct the Disclosure Schedule, neither Target Business and the Company nor any Subsidiary has conducted, or shall conduct its business, other than Amonate Business in the ordinary course and of business consistent with past practice; and (y) operate and maintain the Company's and such Subsidiary's prior Reserve Property in a manner consistent with past practice. Without limiting the generality foregoing, from the date hereof until the Closing Date, Seller Parties shall: (a) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of Target and the Amonate Business (other than any actions required to complete the Reorganization) and to preserve the rights, franchises, goodwill and relationships of the foregoingemployees, except as described in Section 5.01 customers, suppliers, and regulators of the Disclosure Schedule, Target and Amonate Business (b) preserve and maintain all of the Seller has caused Permits and shall Mining Authorizations used in the Target Business and Amonate Business; (c) cause the Company Amonate Assets, Reserve Property and each Subsidiary the assets that Target uses in the Target Business to be maintained in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (id) continue their advertising and promotional activities, and pricing and purchasing policies, cause Target to fulfill any orders for coal from customers in accordance a manner that is consistent with past practice; practices; (iie) not shorten cause Target or lengthen the customary payment cycles for any appropriate Seller Party or Affiliate of their payables or receivables; (iii) use their best efforts Seller Party to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies Insurance Policies, except as required by applicable Law; (f) cause Seller Parties to perform, in all material respects, all of their respective obligations under all Contracts relating to or binders of insurance currently maintained affecting the Transferred Business; (g) cause Seller Parties to maintain their books and records related to the Target Business, Amonate Business and Reserve Property in accordance with past practice; (h) cause Seller Parties to comply in all material respects with all applicable Laws with respect to the Target Business, Amonate Business and Reserve Property; and (i) cause Seller Parties not to take or permit any action that would cause any of the Companychanges, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage events or conditions described in any practice, take any action, fail Section 3.08 to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that During the period from the date of this Agreement until the Original earlier of the termination of this Agreement to (in accordance with its terms) or the Closing Date (orEffective Time, with respect to the Aladdin Subsidiaries, during the Relevant Period)Company shall, except as expressly permitted or contemplated by this Agreement, as set forth in Section 5.01 6.1 of the Company Disclosure Schedule, neither the Company nor any Subsidiary has conductedas required by applicable Law, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior written consent of the Purchaser Parent (which consent shall not be unreasonably withheld, delayed conditioned, or delayed): (a) use commercially reasonable efforts to conduct the Company’s business in the ordinary course of business in all material respects; and (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve its rights, franchises, goodwill and relationships with its Company Employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. From the date hereof until the Closing Date, except as otherwise provided in this Agreement, set forth in Section 6.1 of the Company Disclosure Schedules, or consented to in writing by the Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not take any action that would cause any of the changes, events, or conditions described in Section 4.8 to occur), including the following: (a) to amend the Company Charter or its By-Laws in a manner that would adversely affect the Parent or the holders of the Parent Common Stock relative to the holders of Company Capital Stock; (b) issue, sell, pledge, dispose of, or encumber any Company Securities; (c) to acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances, or capital contributions to or investments in any Person, in each case that would reasonably be expected to prevent, impede, or materially delay the consummation of the Merger or other transactions contemplated by this Agreement; (d) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization; (e) make, change, or revoke any material Tax election, fail to pay any income or other material Tax as such Tax becomes due and payable (subject to good faith disputes with respect to such Taxes), file any amendment making any material change to any Tax Return, settle or compromise any income or other material Tax liability, enter into any Tax allocation, sharing, indemnification or other similar agreement or arrangement, request or consent to any extension or waiver of any limitation period with respect to any claim or assessment for any income or other material Taxes (other than pursuant to an extension of time to file any Tax Return granted in the ordinary course of business of not more than six months), or adopt or change any material accounting method in respect of Taxes; (f) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, any Affiliate of the Parent, the Company, or other Person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC; or (g) to amend the Company Asset Purchase Agreement in a manner that results in a Company Material Adverse Effect.

Conduct of Business Prior to the Closing. The Seller (a) TXU covenants and agrees that from that, between the date hereof and the time of the Original Agreement Closing, TXU shall, and shall cause each of its Subsidiaries to, conduct their respective businesses in the ordinary course and consistent with TXU's and such Subsidiary's prior practice and in compliance in all material respects with all applicable Laws. TXU shall not, and shall cause each of its Subsidiaries not to, take any action that would, or that is reasonably likely to, result in any of the representations and warranties of TXU set forth in Article III (i) that are not qualified by "materiality" or "material" or "Material Adverse Effect" to be untrue in any material respect and (ii) that are qualifed by "materiality" or "material" or "Material Adverse Effect" to be untrue in any respect, as of the date made or as of the Closing Date (or, with respect or in any of the conditions to the Aladdin Subsidiaries, during the Relevant Period), except as transactions contemplated hereby and set forth in Section 5.01 herein not being satisfied. (b) The Company covenants and agrees that, between the date hereof and the time of the Disclosure ScheduleClosing, neither the Company nor any Subsidiary has conductedshall, or and shall cause each of its Subsidiaries to, conduct its business, other than their respective businesses in the ordinary course and consistent with the Company's and such Subsidiary's prior practicepractice and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoingThe Company shall not, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause each of its Subsidiaries not to, take any action that would, or that is reasonably likely to, result in any of the representations and warranties of the Company and each Subsidiary to set forth in Article III (i) continue their advertising that are not qualified by "materiality" or "material" or "Material Adverse Effect" to be untrue in any material respect and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten that are qulaifed by "materiality" or lengthen the customary payment cycles for any of their payables "material" or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller "Material Adverse Effect" to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision respect, as of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement date made or any other material contract as of the Business; and (vi) not commit to Closing Date or in any capital expenditures contracts, except of the conditions to the extent consummation of the transactions contemplated hereby and set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser (which consent shall herein not be unreasonably withheld, delayed or conditioned)being satisfied.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from (a) From the date of Effective Date until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as set forth otherwise provided in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conductedthis Agreement including as provided in paragraph (b), or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause CPBR, to conduct its business, other than the business of CPBR and operate or maintain the Facility in the ordinary course and of the CPBR Business consistent with past practice and use reasonable best efforts to maintain and preserve intact the Company's current organization and such Subsidiary's prior practicebusiness of CPBR and to preserve the rights, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with CPBR. Without limiting the generality of the foregoing, except from the Effective Date until the Closing Date, Seller shall: (1) cause CPBR to preserve and maintain all of its Permits; (2) cause CPBR to pay its debts, Taxes and other obligations when due; (3) cause CPBR to maintain the properties and assets owned, operated or used by CPBR in the same condition as described in Section 5.01 of they were on the Disclosure ScheduleEffective Date, the Seller has caused subject to reasonable wear and shall tear; (4) cause the Company and each Subsidiary CPBR to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (5) cause CPBR to perform all of its obligations under all Material Contracts relating to or affecting its properties, assets or business; (6) cause CPBR to maintain its books and records in accordance with past practice; (7) cause CPBR to comply in all material respects with all applicable Laws; (8) cause CPBR to not increase the compensation, bonus, commissions or fee arrangements payable or to become payable by CPBR to its employees, except in the ordinary course of business; (9) cause CPBR to not enter into, amend, modify or terminate any new or existing policies Material Contract (including, without limitation, agreements obligating CPBR to pay capitalized expenses) other than in the ordinary course of business consistent with past practices; (10) cause CPBR to not incur any additional Indebtedness or binders accrue any additional liabilities other than trade indebtedness incurred in the ordinary course of insurance currently maintained in respect of the Companybusiness consistent with past practices; (11) cause CPBR to not acquire, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action lease or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach dispose of any covenant made by the Seller in this Agreement; equipment (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth than in the respective 2004 Budgets ordinary course of the Businessbusiness); (12) Not make any settlement of or compromise any Tax liability, change any Tax election or Tax method of accounting or make any new Tax election or adopt any new Tax method of accounting without the prior consent of the Purchaser (Buyer, which consent shall not be unreasonably withheld, delayed withheld or conditioned); (13) Not make any material changes to any CPBR Benefit Plan or materially increase the Liabilities of CPBR thereunder; (14) Except as provided in this Agreement, not make any distributions to the Seller from CPBR; and (15) Keep Buyer informed of the status of any material discussions or negotiations with PGE, the Port of St. Helens and any other Government Agencies with respect to the operation of the Facility.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period)Closing, except as otherwise provided in this Agreement, set forth in on Section 5.01 of the Company Disclosure Schedule, neither the Company nor any Subsidiary has conductedSchedules, or shall conduct its business, other than previously consented to in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made writing by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Seller shall, and shall cause the Company to: (a) use commercially reasonable efforts to conduct the Company’s business in the ordinary course of business consistent with past practice; and (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve its rights, franchises, goodwill and relationships with its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, except as otherwise provided in this Agreement, set forth in Section 5.01 of the Company Disclosure Schedules, or previously consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and Seller shall cause the Company to: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from the date (a) Except as described in Section 5.01(a) of the Original Agreement to the Closing Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Sellers' Disclosure Schedule, neither between the Company nor any date hereof and the time of the Closing, the Partnership shall, and shall cause each Subsidiary has conductedto, or shall conduct its business, other than business in the ordinary course and consistent with the CompanyPartnership's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 5.01(a) of the Sellers' Disclosure Schedule, as requested by the Seller has caused and shall cause Purchaser, or as required to accommodate changes in the Company Purchaser's business practices, the Partnership and each Subsidiary to shall (i) continue their advertising and promotional activities, and pricing and purchasing policies, including capital purchasing, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use their best all reasonable efforts to (A) preserve intact their business organizations and the business organization of the Businessorganizations, (B) keep available to the Purchaser the services of the employees of the Company Partnership and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the CompanyPartnership, each Subsidiary and the Business their respective businesses and (D) preserve their current relationships with their customers, suppliers and other Persons persons with which they have had significant business relationshipsrelations hips; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the material leases or subleases which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller Parent Entities or the Sellers to be untrue or result in a breach of any covenant made by the Seller Parent Entities, the Sellers or the Partnership in this Agreement; . (vb) not amend or waive any provision Without limiting the generality of the Chicago Stock Purchase Agreementforegoing, the Aladdin Stock Purchase Agreement or any other material contract of Partnership covenants and agrees that between the Business; date hereof and the Closing Date, (vii) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the BusinessPartnership will not, without the prior written consent of the Purchaser, enter into any contract (other than with regard to the Partnership's July 1997 trade show) with Premier relating to the provision by Premier to the Partnership, or by the Partnership to Premier, of any services after the Closing Date, and (ii) at least five Business Days prior to entering into any contract pursuant to which the Partnership will be a provider or purchaser of services relating to the Partnership's help desk or network outsourcing businesses, the Partnership will provide reasonably detailed information concerning such proposed contract to the Purchaser and will consult with the Purchaser and discuss in good faith alternatives to entering into any such contract with the Purchaser to the extent the Purchaser objects to such proposed contract. (which c) Except as described in Section 5.01(c) of the Sellers' Disclosure Schedule, the Partnership covenants and agrees that, prior to the Closing, without the prior written consent of the Purchaser, neither the Partnership nor any Subsidiary will take any of the actions enumerated in the second sentence of Section 3.08 (including, without limitation, clauses (i) through (xix) thereof); provided, however, that if the Partnership or any Subsidiary desires to take any of the actions enumerated in Section 3.08(v) in response to general industry conditions, the Partnership shall provide written notice of the proposed actions to the Purchaser and the Purchaser shall respond to such written notice not be unreasonably withheld, delayed or conditioned)more than two Business Days after the receipt thereof.

Conduct of Business Prior to the Closing. The Seller covenants (a) Unless Parent otherwise agrees in writing and agrees that from except as expressly contemplated by this Agreement, between the date of the Original this Agreement to and the Closing Date (orDate, the Company will, and will cause each Company Subsidiary to, and will use reasonable efforts to cause each Company Active Entity with respect to the Aladdin Subsidiaries, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither which the Company nor or any Company Subsidiary has conducteda representative on the board of directors or other managing body to, or shall (i) conduct its business, other than business and operations only in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen use commercially reasonable best efforts, subject to the customary payment cycles for any limitations set forth herein, to preserve the current relationships of the Company and the Company Subsidiaries with their payables or receivablesrespective customers, suppliers, distributors, officers and other key employees and other Persons with which the Company and the Company Subsidiaries have significant business relationships; (iii) use their best reasonable efforts to maintain its assets and properties in good repair condition in all material respects, normal wear and tear excepted; (Aiv) preserve intact their business organizations maintain its books, accounts and records in the business organization of the Businessusual, regular and ordinary manner, on a GAAP basis consistently applied; (Bv) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained; (vi) deliver to Parent, within fifteen (15) Business Days after the end of each calendar month, an unaudited, consolidated balance sheet, statement of operations, statement of stockholders' equity and cash flow statement for the Company for such month just ended prepared on a GAAP basis, schedules showing the results of operations and variances in revenue for each of the items set forth therein and within 45 days after the end of each fiscal quarter, an unaudited, condensed balance sheet, statement of operations, statement of stockholders' equity and cash flow statement for the Company for such fiscal quarter just ended; and (vii) notify Parent of any material Action commenced by or against the Company or any Company Subsidiary or any Actions commenced or threatened which relate to the transactions contemplated by this Agreement. (b) Except as expressly provided in this Agreement or Section 5.01(b) of the Disclosure Schedule, between the date of this Agreement and the Closing Date, the Company will not, and shall cause the Company Subsidiaries not to, and will use reasonable efforts, consistent with their fiduciary duties, to cause its Company Active Entities not to, do any of the following without material modification all existing policies the prior written consent of Parent: (i) create any Encumbrance of any kind on any properties or binders assets (whether tangible or intangible) of insurance currently maintained the Company or any Company Subsidiary, other than (A) Permitted Encumbrances, (B) Encumbrances that will be released at or prior to the Closing and (C) Encumbrances on assets having a value not exceeding $250,000 in the aggregate; (ii) except for transactions among the Company and Company Subsidiaries, sell, assign, transfer, lease or otherwise dispose of or agree to sell, assign, transfer, lease or otherwise dispose of any of the assets of the Company or any Company Subsidiary having a value individually of more than $500,000 or $1,000,000 in the aggregate; (iii) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or equity or other interest therein, other than in connection with the transactions set forth in Section 5.01(b) of the Disclosure Schedule and except for transactions with an individual fair market value of less than $500,000 or $1,000,000 in the aggregate; (A) increase the rate of compensation payable or to become payable to any of its employees or agents, other than normal increases in the ordinary course of business consistent with past practice to Persons receiving cash compensation of less than $100,000 per annum; (B) pay or provide for any bonus, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to or in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage in any practice, take any action, fail to take any action such employee or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, agent except to the extent the Company or the Company Subsidiaries are, on the date hereof, contractually obligated to do so or required to do so by Law ; and (C) enter into any new, or amend in any material respect any existing employment, severance, or consulting agreement, sales agency or other Contract with respect to the performance of personal services, except (x) any such new agreement providing for cash compensation of less than $100,000 per annum entered into in the ordinary course of business, which such new agreements shall not provide for cash compensation of more than $500,000 per annum in the aggregate; and (y) any individuals hired on an at-will basis to replace current employees or to service customer contracts which commence after the date hereof; (v) change any method of accounting or accounting practice used by the Company or any Company Subsidiary, other than such changes required by changes in GAAP; (vi) issue or sell any shares of the capital stock of, or other equity interests in, the Company or any Company Subsidiary, or securities convertible into or exchangeable for such shares or equity interests, or issue or grant of any options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of such capital stock, such other equity interests, or such securities; except the issuance of Common Stock upon exercise of Company Options outstanding on the date hereof or pursuant to other rights set forth on Section 3.03 of the Disclosure Schedule; (vii) amend the Company's or any Company Subsidiary's Certificate of Incorporation or By laws or equivalent organizational documents; (viii) take any action which would materially interfere with the consummation of the transactions contemplated hereby, or make such consummation more difficult or materially delay the consummation of such transactions; (ix) incur, guarantee or assume any indebtedness for borrowed money or assume any reimbursement obligations relating to any letters of credit, including borrowings under revolving credit agreements in existence on the date hereof, including any renewals or extensions thereof, to finance ordinary course working capital needs, provided that the amount of such indebtedness outstanding at any time shall not exceed $15,000,000 in the respective 2004 Budgets aggregate in excess of the Business, without the prior consent amount outstanding as of the Purchaser date hereof (provided, however, that this limitation shall not restrict the Company and its Subsidiaries from incurring indebtedness in order to pay the fees and expenses relating to the transactions contemplated hereby, including the fees and expenses referenced in Section 3.21); (x) declare, set aside or pay any dividend or distribution or capital return in respect of any shares of Common Stock, or redeem, purchase or acquire any shares of Common Stock or other equity interests in the Company, any Company Subsidiary or any Company Active Entity; (xi) make any loans or advances to any Person, except for (x) travel advances or for other routine business expenses incurred in the ordinary course of business; (y) loans or advances made in connection with obtaining or commencing new customer contracts not to exceed $1,000,000 outstanding at any time in the aggregate; and (z) loans or advances made in the ordinary course of business not to exceed $100,000 outstanding at any time in the aggregate; (xii) settle or compromise any Action for any amount in excess of $250,000 or which consent involves a commitment that may have a Material Adverse Effect; (A) enter into any new customer contract, excluding any customer contract entered into in the ordinary course of business consistent with past practices (and in the case of risk contracts, consistent with reasonable and customary underwriting practices), provided such contract does not have estimated annual revenues in excess of $10,000,000; provided, further that the prohibition applicable to contracts in excess of $10,000,000 shall not be unreasonably withheldapplicable if the Company has received a written opinion of the Company's outside legal counsel that such prohibition would be reasonably likely to violate applicable Law (which opinion will be made available to Parent); or (B) make any material amendment or modification to those customer contracts which are Listed Contracts; (xiv) make capital expenditures in excess of $500,000 individually or $2,300,000 in the aggregate per month during the first three months following the date hereof and $1,800,000 in the aggregate during each month thereafter; (xv) enter into any contract or agreement which would have been required to be listed on Section 3.16 of the Disclosure Schedule as a result of clauses (iii), delayed (iv), (vi), (vii) or conditioned(x) of Section 3.16 had such contract or agreement been entered into prior to the date hereof or make any material amendments or modifications to the Listed Contracts that are set forth on Section 3.16 of the Disclosure Schedule as a result of such clauses; (xvi) enter into any new contract or agreement with a Section 3.19 Affiliate; or (xvii) agree to take any of the actions specified in this Section 5.01(b).

Conduct of Business Prior to the Closing. The Seller covenants and agrees that from From the date of hereof until the Original Agreement to the Closing Date (orClosing, with respect to the Aladdin SubsidiariesSellers shall, during the Relevant Period), except as set forth in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary has conducted, or shall conduct its business, other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the Seller has caused and shall cause the Company and each Subsidiary to to: (a) conduct the business of the Company in the ordinary course of business consistent with past practice except: (i) continue their advertising and promotional activitiesas set forth on Section 6.01 of the Disclosure Schedules, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; as otherwise specifically contemplated by this Agreement, (iii) use their best efforts to (A) preserve intact their business organizations and the business organization of the Businessas required by applicable Law, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve their current relationships with their customers, suppliers and other Persons with which they have had significant business relationships; (iv) not engage as otherwise consented to in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made writing by the Seller in this Agreement; (v) not amend or waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase Agreement or any other material contract of the Business; and (vi) not commit to any capital expenditures contracts, except to the extent set forth in the respective 2004 Budgets of the Business, without the prior consent of the Purchaser Buyer (which consent shall not be unreasonably withheldwithheld or delayed); and (b) use commercially reasonable efforts to maintain and preserve substantially intact the current organization, delayed business, and franchise of the Company and to substantially preserve the rights, franchises, goodwill, and relationships of its employees, customers, lenders, suppliers, regulators, and others having business relationships with the Company. From the date hereof until the Closing, Sellers shall not cause or conditionedpermit the Company to take any action that would cause any of the changes, events, or conditions described in Section 3.06 to occur except (i) as set forth on Section 6.01 of the Disclosure Schedules, (ii) as otherwise specifically contemplated by this Agreement, (iii) as required by applicable Law, or (iv) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed). Buyer acknowledges and agrees that nothing contained herein shall give Buyer or any of its Affiliates, directly or indirectly, the right to control or direct the operations of the Company prior to the Closing, and prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations. Notwithstanding anything contained in this Agreement to the contrary, the Company is allowed to dividend or make a distribution of any or all Cash Equivalents of the Company to its members at any time prior to Closing, provided that all such dividends or distributions are fully reflected in the Estimated Closing Balance Sheet, Estimated Net Working Capital and Estimated Cash Equivalents (whether such dividends and distributions occur before or after the date of delivery of such estimates).